Common use of Permitted Debt Clause in Contracts

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"):Debt other than: (a) the Obligations; (b) Subordinated Debt; (c) Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in as long as the aggregate amount does not exceed $16,000,000 at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pe) Indebtedness representing installment insurance premiums Contingent Obligations (i) arising from endorsements of Payment Items for insurance not to exceed 1 year) owing collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Revolver Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Debt acquired or assumed in connection with Permitted Acquisitions in an amount not to exceed $3,000,000 in the aggregate at any time outstanding; (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default; and (qi) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien (other than Permitted Lien) and does not exceed $1,000,000 16,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with the proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Debt with respect to Bank Products and Debt pursuant to Hedging Agreements permitted under Section 10.2.14; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt that is not included in any of the preceding clauses of this Section, together with Subordinated Debt permitted under Section 10.2.1(b), up to is not secured by a Lien and does not exceed $10,000,000 500,000 in the aggregate at any time; (j) intercompany Debt of (i) any Obligor to any other Obligor, (ii) any Subsidiary that is not an Obligor to another Subsidiary that is not an Obligor, (iii) any Obligor to a Subsidiary that is not an Obligor in an amount not to exceed $100,000; (iv) any Subsidiary that is not an Obligor to any Obligor, and (v) guaranty obligations of any Obligor in respect of Debt otherwise permitted under Section 10.2.5(a)hereunder of any Obligor provided all such Debt owing by an Obligor is subject to the Intercompany Subordination Agreement; (k) Debt incurred to pay premiums under policies of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeinsurance and related interest due thereunder; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect attributable to workers' compensation claims, in each case credit card “charge-backs” incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment Debt which may be deemed to exist as a result of the existence of any worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance premiums or self-insurance claims, guaranties, or similar obligations incurred in the Ordinary Course of Business; (for insurance not to exceed 1 yearn) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; and (qo) Other Debt up to $1,000,000 incurred by a Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in the aggregate at connection with Permitted Acquisitions or permitted dispositions of any timebusiness, asset or Subsidiary of Borrower or any of its Subsidiaries.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1, but only to the extent outstanding on the Restatement Effective Date; (e) [Reserved]Debt with respect to Bank Products (as defined in the ABL Revolver Loan Agreement as in effect on the date hereof) incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation respect of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 Hedging Agreements entered into in the aggregate at any timeOrdinary Course of Business and not for speculative purposes; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated intercompany Debt permitted under Section 10.2.1(b), up extended by UK Borrower to $10,000,000 in the aggregate at any timeother Obligor or by US Borrower to any other Obligor which is not a Foreign Subsidiary; (j) intercompany Debt permitted under Section 10.2.5(a)incurred in connection with the financing of insurance premiums; (k) Debt of owed to any Excluded SubsidiaryPerson providing workers’ compensation, in an aggregate outstanding amounthealth, for all Excluded Subsidiariesdisability or other employee benefits or property, not casualty or liability insurance, pursuant to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as reimbursement or indemnification obligations to such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsPerson, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect ; (l) Contingent Obligations by any Obligor of Debt of any other Obligor that was permitted to be incurred under another clause of this Section 10.2.1; (m) Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or other similar obligations, in each case, incurred or assumed in connection with the foregoingacquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that Debt arising with respect to earnout or other similar obligations permitted pursuant to this clause (m) shall be Subordinated Debt and shall not exceed $3,000,000 at any time outstanding; (n) to the extent constituting Debt, unsecured obligations Debt in respect of purchase price adjustmentsperformance bonds, earn-outsbid bonds, non-competition agreementsappeal bonds, surety bonds and other similar arrangementsobligations, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased each case provided in the Ordinary Course of Business; (o) [reserved]; (p) Indebtedness representing installment insurance premiums (for insurance Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and in an aggregate outstanding principal amount not to exceed 1 year) owing in $5,000,000 times the Ordinary Course of BusinessGrowth Multiple; and (q) Other Debt up under the ABL Revolver Loan Documents in an aggregate principal amount (including the undrawn amount of outstanding letters of credit) not to $1,000,000 exceed (x) with respect to the US Borrowers, the US ABL Cap (as such term is defined in the aggregate at any timeIntercreditor Agreement) and (y) with respect to the UK Borrower, the UK ABL Cap (as such term is defined in the Intercreditor Agreement), in each case, subject to the terms of the Intercreditor Agreement.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Revolver Debt, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Second Lien Debt and Term A Loan Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Bank Product Debt (as defined in the Revolver Agreement); (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ih) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (pi) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (j) financing of insurance premiums premiums; (for insurance k) unsecured Debt in an amount not to exceed 1 year$5,750,000 at any time outstanding; (l) other unsecured Debt of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (m) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Closing Date as long as it is permitted under the Revolver Agreement as in effect on the date hereof; (n) (i) the 2009 Debentures, as long as such Debt is subject to the 2009 Debenture Intercreditor Agreement; provided that, the principal amount of the Debt owing under the 2009 Debentures shall not exceed at any time an amount equal to the principal amount outstanding under the 2009 Debentures as of the date of the consummation of the Exchange Offer, plus any interest thereon that is paid-in-kind in accordance with the Ordinary Course of Businessterms thereof and added to the outstanding principal thereof; (ii) the Revolver Debt, as long as such Debt is subject to the Intercreditor Agreement, and (iii) the Second Lien Debt, as long as such Debt is subject to the Intercreditor Agreement; and (qo) Other Debt up to $1,000,000 in the aggregate at any timeTerm A Loan Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Revolver Debt, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Second Lien Debt and Term A Loan Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Bank Product Debt (as defined in the Revolver Agreement); (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ih) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (pi) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (j) financing of insurance premiums premiums; (for insurance k) unsecured Debt in an amount not to exceed 1 year$5,750,000 at any time outstanding; (l) other unsecured Debt of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (m) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Closing Date as long as it is permitted under the Revolver Agreement as in effect on the date hereof; (n) (i) the 2009 Debentures, as long as such Debt is subject to the 2009 Debenture Intercreditor Agreement; provided that, the principal amount of the Debt owing under the 2009 Debentures shall not exceed at any time an amount equal to the principal amount outstanding under the 2009 Debentures as of the date of the consummation of the Exchange Offer, plus any interest thereon that is paid-in-kind in accordance with the Ordinary Course of Businessterms thereof and added to the outstanding principal thereof; (ii) the Revolver Debt, as long as such Debt is subject to the Intercreditor Agreement, and (iii) the Second Lien Debt, as long as such Debt is subject to the Intercreditor Agreement; and (qo) Other Debt up to $1,000,000 in the aggregate at any timeTerm B/C/D Loan Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Second Lien Debt and the Last-Out Term Loan), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.1; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ih) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (pi) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 14.16; (j) financing of insurance premiums premiums; (for insurance k) unsecured Debt in an amount not to exceed 1 year$5,000,000 at any time outstanding; (l) owing other unsecured Debt of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (m) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Ordinary Course Closing Date as long as in each case Excess Availability after giving effect thereto exceeds 12.5% of Businessthe Maximum Revolver Amount; and (qn) Other (i) the 2009 Debentures, as long as such Debt up is subject to $1,000,000 the 2009 Debenture Intercreditor Agreement; provided that, the principal amount of the Debt owing under the 2009 Debentures shall not exceed at any time an amount equal to the principal amount outstanding under the 2009 Debentures as of the date of the consummation of the Exchange Offer, plus any interest thereon that is paid-in-kind in accordance with the terms thereof and added to the outstanding principal thereof, (ii) the Second Lien Debt, as long as such Debt is subject to and permitted under the Second Lien Debt Intercreditor Agreement, and (iii) the Last-Out Term Loan, so long as such Debt is subject to the Last-Out Term Loan Intercreditor Agreement, provided that in the aggregate at case of clauses (ii) and (iii), any timesuch Second Lien Debt or Last-Out Term Loans advanced after the Closing Date shall be on terms and conditions that are no more favorable than the terms and conditions thereof as of the Closing Date (and in the case of the Second Lien Debt, such terms and conditions are permitted under the Second Lien Debt Intercreditor Agreement) and the proceeds thereof are only used for the purpose of (w) repurchasing the currently issued and outstanding notes under the Indenture and 2009 Indenture (including any such notes which are held or recently acquired by Sponsor and any of its Affiliates), (x) paying the consideration for a Permitted Acquisition, (y) working capital and general corporate purposes or (z) in the case of Second Lien Debt, to refinance Last-Out Term Debt. Notwithstanding anything in this Section 10.2.1 to the contrary, Borrowers shall not incur any Debt that is not permitted to be incurred under the 0000 Xxxxxxxxx or the Indenture.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "“Permitted Debt"”): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Term Loan Obligations (including those arising from Bank Products) so long as such Revolving Term Loan Obligations do not exceed the Maximum ABL Term Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' ’ compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"):Debt other than: (a) the Obligations; (b) Subordinated Debt; (c) Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in as long as the aggregate amount does not exceed $4,000,000 at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pe) Indebtedness representing installment insurance premiums Contingent Obligations (i) arising from endorsements of Payment Items for insurance not to exceed 1 year) owing collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Revolver Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Debt acquired or assumed in connection with Permitted Acquisitions in an amount not to exceed $2,500,000 in the aggregate at any time outstanding; (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default; and (qi) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 4,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt) described on Schedule 10.2.1, but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when such asset is acquired by an Obligor a Borrower or Subsidiary, as long as such Debt (i) was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, (ii) is unsecured or secured by assets other than Accounts and Inventory, and (iii) does not exceed $2,500,000 in the aggregate at any timetime the greater of (x) $25,000,000 and (y) 30% of the value of the Person being acquired (if the transaction involves the acquisition of a Person); (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debtother Debt that is not included in any of the preceding clauses of this Section, together with Subordinated Debt permitted under Section 10.2.1(b), up to is not secured by a Lien and does not exceed $10,000,000 2,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a)of (A) any Obligor owing to any other Obligor, (B) any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor, (C) any Obligor owing to any Subsidiary that is not an Obligor (so long as such Debt is subordinated to the Obligations on customary terms and conditions) or (D) any Subsidiary that is not an Obligor owing to any Obligor so long as such Debt constitutes a Permitted Investment; (k) Debt of purchase price adjustment and similar obligations incurred by the Borrowers or any Excluded SubsidiarySubsidiary in connection with a Permitted Investment, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timethe extent such obligations would otherwise constitute Debt; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do other unsecured Debt in an aggregate principal amount not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)exceeding $25,000,000 at any time outstanding; (m) any other Debt under performance bonds(which may be secured by Liens on assets that do not constitute Collateral); provided that (i) no Default or Event of Default exists immediately prior to or would result directly or indirectly from the incurrence of such Debt and (ii) Availability immediately after giving effect thereto and Average Availability for the most recently ended Fiscal Quarter after giving pro forma effect to thereto, surety bondsin each case, releaseis not less than the Restricted Payment Availability Threshold; and provided, further, that any such Debt in excess of $5,000,000 in the aggregate shall have a final maturity date later than the Revolver Termination Date and a weighted average life to maturity of not less than four (4) years; (n) Debt in respect of Hedge Agreements not entered into for speculative purposes; (o) Debt in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and similar bonds, statutory obligations or not in connection with respect to workers' compensation claimsBorrowed Money, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (p) Debt consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the Ordinary Course of Business, Business and unsecured reimbursement obligations not in respect of any of the foregoingconnection with Borrowed Money; (nq) Debt representing deferred compensation to employees of the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, Borrowers (or any direct or indirect parent thereof) and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and the Subsidiaries incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pr) Indebtedness representing installment insurance premiums (for insurance additional Debt of Foreign Subsidiaries under local working capital lines in an aggregate principal amount that at the time of incurrence does not cause the aggregate principal amount of Debt incurred in reliance on this clause to exceed 1 year$25,000,000; (s) owing Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; and (qt) Other cash management obligations and Debt up in respect of netting services, overdraft facilities, employee credit card programs, cash pooling arrangements or similar arrangements in connection with cash management and deposit accounts; provided that, with respect to $1,000,000 in any cash pooling arrangements, the aggregate total amount of all deposits subject to any such cash pooling arrangement at any timeall times equals or exceeds the total amount of overdrafts that may be subject to such cash pooling arrangements.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (bi) Subordinated Debt, together with ; and (ii) unsecured Debt permitted under Section 10.2.1(iof Parent or its Subsidiaries so long as, in the case of this clause (b)(ii), up after giving effect to $10,000,000 such Debt, Parent shall be in Pro Forma Compliance with the aggregate at any timecovenants set forth in Section 10.3.2 and 10.3.3 and such Indebtedness have a maturity no earlier than the date that is 91 days after the Revolver Termination Date; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Revolver Loans; (e) [Reserved]; (f) Debt that is assumed or acquired in existence when a Person becomes a Subsidiary connection with any Acquisition permitted hereunder or that is secured by an the acquisition of any asset when acquired by an Obligor or Subsidiary, as group of assets so long as (i) such Debt was not incurred in contemplation of such Person becoming a Subsidiary Acquisition or such acquisition, acquisition of assets and (ii) either does not exceed (x) $2,500,000 25,000,000 in the aggregate outstanding at any timetime or (y) after giving effect to each such assumption or acquisition of such Debt, the Payment Conditions are satisfied; (gf) Permitted Contingent Obligations; (g) Debt owed to a Flooring Lender; provided, that such Flooring Lender has entered into a Flooring Intercreditor Agreement with respect to such Debt; (h) Debt incurred for the acquisition of Real Estate by an Obligor so long as the purchase price of such Real Estate does not exceed the fair market value of the Real Estate at the time of its acquisition and the Debt incurred in connection therewith does not exceed 100% of the purchase price (including fees, costs and expenses, prepaid interest and similar items in connection therewith) of such Real Estate; provided, that the aggregate outstanding Debt permitted under this subsection (h) does not at any time exceed $30,000,000; (i) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured satisfied with respect to such Refinancing Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted incurred by a Securitization Subsidiary pursuant to one or more Permitted ABS Transactions so long as at or prior to the initial transfer of Contracts under Section 10.2.5(a)any such transaction, the applicable Permitted ABS Agent has entered into a Permitted ABS Intercreditor Agreement; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeincurred under Permitted Originator Notes; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed Debt evidenced by the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)Existing HY Notes; (m) Debt evidenced by the Permitted Convertible Notes or by the Permitted Additional HY Note; (n) Debt in the form of guarantees by Parent or any of its Subsidiaries of Debt permitted under performance bonds, surety bonds, release, appeal and similar bonds, statutory this Section 10.2.1; (o) obligations of Parent or any of its Subsidiaries under any Hedging Agreements not entered into for speculative purposes (including Hedging Agreement entered into by any Securitization Subsidiary in connection with respect to workers' compensation claims, in each case a Permitted ABS Transaction); (p) (i) Debt incurred in the Ordinary Course of Business, and unsecured reimbursement obligations Business in respect of any of the foregoing; netting services, overdraft protections, employee credit card programs, Bank Products and otherwise in connection with Deposit Accounts and Securities Accounts and (nii) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and Debt incurred in connection with any Permitted Acquisitionletters of credit, not to exceed $500,000 bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, warehouse receipts or similar facilities, in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances each case incurred or deposits received for goods and services purchased undertaken in the Ordinary Course of Business; (pq) Indebtedness representing installment Debt among Parent and its Subsidiaries; provided that (i) Debt of any Subsidiary that is not an Obligor owing to any Obligor shall be permitted under Section 10.2.5 and (ii) Debt of the Obligors owing to any Subsidiary that is not an Obligor shall be expressly subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to Agent (it being understood that such subordination terms shall permit the repayment of interest and/or principal with respect to such Debt in the absence of notification by Agent during the existence of an Event of Default that such payments shall no longer be made); (r) Debt consisting of (i) the financing of insurance premiums or (for insurance not to exceed 1 yearii) owing take-or-pay obligations contained in supply arrangements, in each case, in the Ordinary Course of Business; and; (qs) Other Debt up incurred by Parent and its Subsidiaries representing (i) deferred compensation to directors, officers, employees, members of management and consultants of Parent, Parent and its Subsidiaries in the Ordinary Course of Business and (ii) deferred compensation or other similar arrangements in connection with any Permitted Acquisition or any Investment permitted hereby; (t) Debt arising out of the creation of any Lien (other than for Liens securing debt for Borrowed Money) permitted under Section 10.2.2; (u) Debt incurred in the Ordinary Course of Business in respect of obligations of Parent and its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (v) Debt incurred by Parent and its Subsidiaries representing Investments (other than for Restricted Investments) permitted under Section 10.2.5; (w) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in the Ordinary Course of Business to the extent that they are permitted to remain unfunded under applicable law; (x) Debt owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, securing unemployment insurance and other social security laws or regulation, health, disability or other employee benefits or property, casualty or liability insurance or self insurance or other similar obligations to Parent or any Subsidiary; (y) Debt supported by a Letter of Credit, in a principal amount not in excess of the Stated Amount of such Letter of Credit; (z) Indebtedness in respect of any letter of credit issued in favor of any Issuing Bank or Swingline Lender to support any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made hereunder; (aa) Debt that is not included in any of the preceding clauses of this Section and does not exceed $1,000,000 50,000,000 in the aggregate outstanding at any time.;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Revolver Debt and the Sun Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ig) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (ph) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (i) financing of insurance premiums premiums; (for insurance j) unsecured Debt in an amount not to exceed 1 year$5,000,000 at any time outstanding; (k) other unsecured Debt of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (l) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Closing Date so long as, in each case, (i) Availability after giving pro forma effect thereto exceeds $12,500,000, and (ii) Borrowers’ accounts payable are not being extended in a manner inconsistent with past business practices; (m) (i) the 2009 Debentures, as long as such Debt is subject to the 2009 Debenture Intercreditor Agreement; provided that, the principal amount of the Debt owing under the 2009 Debentures shall not exceed at any time an amount equal to the principal amount outstanding under the 2009 Debentures as of the date of the consummation of the Exchange Offer, plus any interest thereon that is paid-in-kind in accordance with the Ordinary Course of Businessterms thereof and added to the outstanding principal thereof, (ii) the Revolver Debt not to exceed $160,000,000, as long as such Debt is subject to the Intercreditor Agreement and (iii) the Sun Debt, as long as such Debt is subject to the Sun Intercreditor Agreement; and (qn) Other Bank Product Debt up to $1,000,000 (as defined in the aggregate at Revolver Agreement). Notwithstanding anything in this Section 9.2.1 to the contrary, Borrowers shall not incur any timeDebt that is not permitted to be incurred under the 0000 Xxxxxxxxx or the Indenture.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1[Intentionally Omitted]; (e) [Reserved]Bank Product Debt and Debt pursuant to Hedging Agreements permitted under Section 10.2.15; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does in an aggregate principal amount not to exceed $2,500,000 in the aggregate 100,000,000 at any timetime outstanding; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Existing Senior Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt, not secured by Collateral, incurred or assumed in connection with any acquisition of a Person not constituting a Restricted Investment, and a Person that becomes a direct or indirect Wholly-Owned Subsidiary as a result of any acquisition not constituting a Restricted Investment may remain liable with respect to unsecured Debt permitted under Section 10.2.5(a)existing on the date of such acquisition; provided that Debt owed by a Person that becomes a Subsidiary and remains liable with respect to any Debt (after giving effect to the transaction that caused it to become a Subsidiary) shall be treated as having incurred or assumed such Debt at the time such Person becomes a Subsidiary; provided; further, that the aggregate principal amount of all such Debt incurred or assumed prior to the termination of the Commitments and Full Payment shall not exceed $400,000,000; (k) Debt of any Excluded Subsidiary, Foreign Subsidiaries in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 20,000,000 at any timetime outstanding; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do Debt of Immaterial Subsidiaries in an aggregate principal amount not to exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)$15,000,000 at any time outstanding; (m) Debt incurred pursuant to any intercompany Loan permitted under performance bondsSection 10.2.7; provided that, surety bondsto the extent such intercompany Loan is made to Borrower or any Guarantor, release, appeal and similar bonds, statutory obligations or with respect such Debt is subordinated to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingObligations on terms acceptable to Agent; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is described on terms and conditions reasonably satisfactory to AgentSchedule 10.2.1; (o) customer advances Debt which may be deemed to exist as a result of the existence of any worker’s compensation claims, self-insurance obligations, guaranties, performance, surety, statutory, appeal, custom bonds or deposits received for goods and services purchased similar obligations incurred in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; (q) Debt incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course; (r) Debt that is not included in any of the other clauses of this Section, is not secured by a Lien and does not amortize or mature prior to 6 months after the Revolver Termination Date, so long as no Default exists or would result therefrom; (s) Debt incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in connection with Permitted Asset Investments or permitted dispositions of any business, asset or Subsidiary of Borrower or any of its Subsidiaries. (t) guaranties in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (u) guaranties by Borrower of Debt or other obligations of a Subsidiary or guaranties by a Subsidiary of Borrower of Debt or other obligations of Borrower or a Subsidiary with respect, in each case, to Debt otherwise (i) permitted to be incurred pursuant to this Section 10.2.1, or other obligations not prohibited hereunder, (ii) subordinated to the Obligations on terms acceptable to Agent, and (iii) that would not constitute a Restricted Investment; and (qv) Other other Debt up in an aggregate principal amount not to exceed $1,000,000 in the aggregate 1,250,000,000 at any timetime outstanding.

Permitted Debt. Create, incurIncur, guarantee Guarantee or suffer to exist any DebtIndebtedness, except the following (collectively, "“Permitted Debt"”): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted Indebtedness under Section 10.2.1(i), up the Senior Notes Documents and subject to $10,000,000 in the aggregate at any timeIntercreditor Agreement; (c) Subordinated Debt; (d) Permitted Purchase Money Debt; (de) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]proceeds; (f) Debt Indebtedness with respect to Bank Products incurred in the Ordinary Course of Business; (g) Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (gh) Permitted Contingent Obligations;; DM3\8972795.2 (hi) Refinancing Debt (including, notwithstanding anything to contained herein to the contrary, the payment of reasonable transaction fees and expenses and any make whole or premium payments incurred or payable in connection therewith) as long as each Refinancing Condition is satisfied; (ij) Indebtedness of Borrower or any Restricted Subsidiary consisting of the financing of insurance premiums in the Ordinary Course of Business; (k) unsecured Indebtedness (other than Senior Notes Permitted Debt, together with Subordinated Debt permitted under Section 10.2.1(b), ) up to $10,000,000 5,000,000 in the aggregate at any time; (jl) intercompany Debt permitted under Section 10.2.5(aIndebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) Incurred for the purpose of financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of property (real or personal); (k) Debt , plant or equipment used in the business of any Excluded SubsidiaryBorrower or such Restricted Subsidiary that, in an aggregate outstanding amount, for added to all Excluded Subsidiaries, not other Indebtedness Incurred pursuant to exceed $5,000,000 at any time; this clause (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do and then outstanding, will not exceed the Maximum ABL Principal Obligations sum of (as defined A) the greater of (x) $15,000,000 and (y) 20.0% of the Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available plus (B) the amount of any fees and expenses incurred in the Intercreditor Agreement)connection with any financing or refinancing; (m) Debt under performance bondsthe Incurrence of (i) intercompany Indebtedness of Borrower, surety bondsa Guarantor or any other Restricted Subsidiary of Borrower for so long as such Indebtedness is held by Borrower or a Guarantor; provided that such Indebtedness shall be unsecured and if owing by Borrower or any Guarantor, release, appeal and similar bonds, statutory obligations or contractually subordinated in all respects (other than with respect to workers' compensation claimsthe maturity thereof) to the obligations of Borrower under this Agreement, and (ii) intercompany Indebtedness of Borrower, any Guarantor or any Foreign Subsidiary for so long as such Indebtedness is held by a Foreign Subsidiary; provided that if such Indebtedness is owing by Borrower or any Guarantor, such Indebtedness shall be unsecured and contractually subordinated in all respects (other than with respect to the maturity thereof) to the Obligations of Borrower under this Agreement; provided, further, that any such Indebtedness shall be subject to the Intercompany Note, and, in each the case incurred in the Ordinary Course of Business(x) intercompany obligations owing to Borrower or a Guarantor thereunder, pledged to Agent, and unsecured reimbursement (y) intercompany obligations owing to a Subsidiary that is not a Guarantor, subordinated to the Secured Obligations in respect of any of the foregoingaccordance therewith; (n) to the extent constituting Debt, unsecured obligations in respect Guarantees by Borrower or any Restricted Subsidiary of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, Indebtedness or other deferred payments obligations of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with Borrower or any Permitted Acquisition, not to exceed $500,000 in the aggregate, Restricted Subsidiary of Borrower otherwise permitted hereunder so long as the Person giving such unsecured Debt Guarantee could have Incurred the Indebtedness or other obligations that are being Guaranteed; provided that if the Indebtedness being guaranteed (i) is on terms and conditions reasonably satisfactory subordinated to Agentthe Obligations, then the Guarantee must be subordinated to the same extent as the Indebtedness being Guaranteed or (ii) is owed by any Restricted Subsidiary that is not a Guarantor, such Guarantee shall be subordinated to the prior Full Payment of the Obligations; (o) customer advances Indebtedness consisting of promissory notes or deposits received for goods similar Indebtedness issued by Borrower or any Restricted Subsidiary to current, future or former officers, managers, and services purchased employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the Ordinary Course purchase or redemption of BusinessEquity Interests of Borrower or a Restricted Subsidiary to the extent described in clause (i) of the definition of Restricted Investment; (p) Indebtedness representing installment insurance premiums arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, incurred in connection with the disposition of any business, assets or DM3\8972795.2 Restricted Subsidiary, so long as the amount of such Indebtedness does not exceed the gross proceeds (including non-cash proceeds) actually received by Borrower or any Restricted Subsidiary in connection with such transactions; and (A) Indebtedness arising in connection with endorsement of instruments for insurance not to exceed 1 yearcollection or deposit in the ordinary course of business and (B) owing Cash Management Obligations and Indebtedness in respect of cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protection, employee credit card programs and other cash management and similar obligations in the Ordinary Course of BusinessBusiness (and Guarantees thereof); and (qr) Other Debt up Indebtedness owed to $1,000,000 (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the aggregate at any timeOrdinary Course of Business and consistent with past practice or industry practices.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with and other Debt (other than the initial Loan proceeds Obligations and set forth Subordinated Debt), but only to the extent identified on Schedule 10.2.1, and outstanding on the Original Closing Date; (e) [Reserved];Secured Bank Product Obligations, (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (i) unsecured DebtIntercompany Debt incurred in the Ordinary Course of Business to the extent permitted by Section 10.2.5, together and (ii) Intercompany Debt owed to an Obligor by an Excluded Receivables Subsidiary in connection with Subordinated a sale of receivables to such Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (j) Debt in respect of workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (l) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other similar arrangements entered in the Ordinary Course of Business; (m) Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; (n) Debt incurred by Foreign Subsidiaries that are not Obligors for working capital purposes in an amount not to exceed $25,000,000 at any time outstanding, so long as no Default or Event of Default exists or would result therefrom; (o) Debt in connection with any Permitted Foreign Investment; (p) Contingent Obligations in respect of Debt of any Obligor otherwise permitted under Section 10.2.1(b)10.2.1 incurred in the Ordinary Course of Business, up subject, if applicable, to Section 10.2.5; (q) Contingent Obligations of the Company and its Subsidiaries incurred in connection with the guaranty of Debt extended to a Foreign Subsidiary by Bank of America, N.A. or its Affiliates in an amount not to exceed $5,000,000 in the aggregate at any time unless otherwise approved by Agent in writing; (r) Contingent Obligations of an Obligor in respect of leases for an Obligor in an amount not to exceed $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (ks) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased financing of insurance premiums in the Ordinary Course of Business; (pt) Indebtedness representing installment insurance premiums (for insurance not without duplication of any other Debt, non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to exceed 1 year) owing in the Ordinary Course of Business; andDebt permitted hereunder; (qu) Other Debt up to that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $1,000,000 5,000,000 in the aggregate at any time; (v) Debt incurred by any Excluded Receivables Subsidiary in connection with any Qualified Receivables Transaction provided that the Debt is non-recourse to any Person other than the Excluded Receivables Subsidiary; and (w) Debt incurred pursuant to the Second Lien Note Documents in an aggregate principal amount not to exceed $250,000,000 (plus accrued interest and payment in kind interest), in each case, including any Refinancing Debt thereof.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with and other Debt (other than the initial Loan proceeds Obligations and set forth Subordinated Debt), but only to the extent identified on Schedule 10.2.1, and outstanding on the Original Closing Date; (e) [Reserved];Bank Product Debt, (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (i) unsecured DebtIntercompany Debt incurred in the Ordinary Course of Business to the extent permitted by Section 10.2.5, together and (ii) Intercompany Debt owed to an Obligor by an Excluded Receivables Subsidiary in connection with Subordinated a sale of receivables to such Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (j) Debt in respect of workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (l) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other similar arrangements entered in the Ordinary Course of Business; (m) Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; (n) Debt incurred by Foreign Subsidiaries that are not Obligors for working capital purposes in an amount not to exceed $25,000,000 at any time outstanding, so long as no Default or Event of Default exists or would result therefrom; (o) Debt in connection with any Permitted Foreign Investment; (p) Contingent Obligations in respect of Debt of any Obligor otherwise permitted under Section 10.2.1(b)10.2.1 incurred in the Ordinary Course of Business, up subject, if applicable, to Section 10.2.5; (q) Contingent Obligations of the Company and its Subsidiaries incurred in connection with the guaranty of Debt extended to a Foreign Subsidiary by Bank of America, N.A. or its Affiliates in an amount not to exceed $5,000,000 in the aggregate at any time unless otherwise approved by Agent in writing; (r) Contingent Obligations of an Obligor in respect of leases for an Obligor in an amount not to exceed $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (ks) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased financing of insurance premiums in the Ordinary Course of Business; (pt) Indebtedness representing installment insurance premiums (for insurance not without duplication of any other Debt, non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to exceed 1 year) owing in the Ordinary Course of Business; andDebt permitted hereunder; (qu) Other Debt up to that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $1,000,000 5,000,000 in the aggregate at any time; (v) Debt incurred by any Excluded Receivables Subsidiary in connection with any Qualified Receivables Transaction provided that the Debt is non-recourse to any Person other than the Excluded Receivables Subsidiary; (w) Debt consisting of the Third Lien Notes and Existing Senior Notes to the extent not tendered in the Tender Offer, subject to the provisions of Section 10.2.20; and (x) Debt incurred pursuant to the Second Lien Note Documents in an aggregate principal amount not to exceed $250,000,000 (plus accrued interest and payment in kind interest), in each case, including any Refinancing Debt thereof.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated the Mortgage Loan Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) the Senior Note Debt; (d) Permitted Purchase Money Debt; (de) existing Borrowed Money (other than the Obligations, Mortgage Loan Debt, the Senior Note Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, not satisfied with proceeds of the initial Loan proceeds Loans and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt; provided that with respect to such Bank Product Debt that in respect of Hedging Agreements, such Obligor is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as otherwise permitted to enter into such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any timeHedging Agreement pursuant to Section 10.2.15; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt that is not included in any of the preceding clauses of this Section 10.2.1, together with Subordinated Debt permitted under Section 10.2.1(b)is not secured by a Lien and the principal amount thereof does not exceed, up to $10,000,000 in the aggregate at any timetime (x) $5,000,000 minus (y) the then outstanding principal amount of Permitted Purchase Money Debt in excess of $20,000,000; (j) intercompany the guarantee by any Obligor of Debt of another Obligor so long as such Debt was otherwise permitted to be incurred under this Section 10.2.5(a)10.2.1; (k) Second Lien Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 at any time100,000,000; (l) Revolving Loan Obligations (including those the incurrence by any Obligor of Debt arising from Bank Products) agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of any other Obligor pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or capital stock of any Obligor (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or capital stock of such Obligor for the purpose of financing such acquisition), so long as such Revolving Loan Obligations do the principal amount does not exceed the Maximum ABL Principal Obligations (as defined gross proceeds actually received by any Obligor in the Intercreditor Agreement)connection with such disposition; (m) the incurrence by any Obligor of Debt under performance bondsarising from the honoring by a bank or other financial institution of a check, surety bonds, release, appeal and draft or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred instrument drawn against insufficient funds in the Ordinary Course ordinary course of Businessbusiness, and unsecured reimbursement obligations in respect provided, however, that such Debt is extinguished within five Business Days of any of the foregoingits Incurrence; (n) to the extent constituting Debt, unsecured obligations Debt in respect of purchase price adjustmentsloans permitted to be made pursuant to Section 10.2.7; (o) an unsecured guarantee by any Obligor of the obligations of any other Obligor, as tenant, under any Master Lease Agreement; (p) Convertible Note Debt in an aggregate principal amount not to exceed $100,000,000; provided that (i) the final maturity of such Debt shall not occur prior to June 30, 2013, (ii) there shall be no scheduled amortization or mandatory prepayments or mandatory repayments of such Debt prior to June 30, 2013, (iii) 100% of the net proceeds from the issuance of such Debt is applied to the repayment of the outstanding Loans, (iv) both before and after giving effect to the Convertible Debt Documents, no Default or Event of Default shall exist and (v) prior to the consummation of any Convertible Note Debt transaction, Agent shall have received an officer’s certificate (in form and substance reasonably satisfactory to Agent) from a Senior Officer of the Borrowers certifying that the conditions set forth in this clause (p) are satisfied; (q) unsecured Debt owed to sellers constituting consideration for Permitted Acquisitions on terms and conditions reasonably acceptable to Agent; (r) unsecured Debt consisting of earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred out obligations in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (os) customer advances Debt of a Person or deposits received for goods and services purchased Debt attaching to assets of a Person that, in either case, becomes a Subsidiary of a Borrower after the Ordinary Course date hereof as the result of Businessa Permitted Acquisition, provided that such Debt existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (pt) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of deferred compensation incurred in the Ordinary Course ordinary course of Businessbusiness; (u) Debt incurred in connection with any sale or disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23; and (qv) Other Debt up owing to $1,000,000 any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the aggregate at any timeordinary course of business.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds [Reserved]; Xxxxxxxx – Loan, Security and set forth on Schedule 10.2.1;Guaranty Agreement #53354946 (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business, as long as the aggregate xxxx-to-market obligations under Hedging Agreements do not exceed $1,000,000 at any time; (f) Debt (excluding Debt incurred or assumed in connection with a Permitted Acquisition) that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiaryin accordance herewith, as long as such Debt was not incurred in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured the Term Debt so long as (i) the maximum principal amount does not exceed (x) $100,000,000 at the time of incurrence of such Debt and (y) thereafter, the maximum amount permitted under the Intercreditor Agreement and (ii) such Term Debt is subject to a satisfactory Intercreditor Agreement and Agent has approved in its Permitted Discretion and received true, correct and complete copies of all material Term Debt Documents prior to their effectiveness; (j) intercompany Debt to the extent permitted by Section 10.2.5; (k) Debt in respect of workers’ compensation claims, health, disability, or other employee benefits, property, casualty, liability or self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety, appeal or similar bonds and completion guarantees provided by an Obligor or Restricted Subsidiary in the Ordinary Course of its Business; (l) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time such debt is incurred be required to be made in accordance with Section 10.1.6; (m) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other similar arrangements entered in the Ordinary Course of Business; (n) Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; (o) Contingent Obligations in respect of Debt otherwise permitted under this Section 10.2.1 or in respect of obligations not constituting Debt that are permitted hereunder, in each case, subject, if applicable, to Section 10.2.6; (p) Contingent Obligations of an Obligor in respect of Debt of another Obligor otherwise permitted under this Section 10.2.1 or in respect of other obligations of another Obligor permitted hereunder; (q) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (r) without duplication of any other Debt, together non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with Subordinated respect to Debt permitted hereunder; Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 (s) Debt constituting any indemnification obligation, adjustment of purchase price, earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP or that exists on the balance sheet of such Person on a non-interest bearing basis and is paid within thirty days of the date such obligation becomes a liability on the balance sheet; (t) Debt incurred or assumed in connection with a Permitted Acquisition and does not exceed $2,500,000 in the aggregate at any time, so long as (i) the Fixed Charge Coverage Ratio is not less than 1.00 to 1.00 on a pro forma basis and (ii) no Default or Event of Default exists or would result therefrom; (u) Debt incurred pursuant to any Permitted Sale-Leaseback; (v) accrued FAS 143 asset retirement obligations; (w) Debt under Section 10.2.1(b)any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (x) Debt that is not included in any of the preceding clauses of this Section, up to is not secured by a Lien and does not exceed $10,000,000 in the aggregate at any time; (jy) intercompany existing Debt permitted under Section 10.2.5(ashown on Schedule 10.2.1(y); (kz) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; Permitted Ratio Debt; and (laa) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect Guarantees of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (ai) the Guaranteed Obligations; (bii) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (ciii) Permitted Purchase Money Debt; (div) existing Borrowed Money (other than Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (ev) [Reserved]Bank Product Debt and, to the extent approved by Agent, Debt arising under Hedging Agreements; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (gvi) Permitted Contingent Obligations; (hvii) So long as upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s length transaction with a non-Affiliate, Borrowed Money of any Guarantor owing to another Subsidiary or Excluded Subsidiary that is not an Obligor; (viii) Debt and cash management obligations in respect of netting services, automatic clearinghouse arrangements, overdraft protectors, employee credit card programs and other cash management an similar arrangements, in the Ordinary Course of Business; (ix) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business or other cash management services in the Ordinary Course of Business; (x) Refinancing Debt as long as each Refinancing Condition is satisfied; (ixi) unsecured Debt[reserved]; (xii) Debt constituting Capital Leases in an aggregate principal amount not exceeding, together for Guarantors, Borrowers and any Subsidiary, $30,000,000 at any time outstanding (including all Capital Leases existing on the Closing Date); (xiii) Debt with Subordinated respect to deferred compensation to employees of Borrowers and Guarantors in the Ordinary Course of Business in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (xiv) Debt permitted under Section 10.2.1(b)that is not included in any of the preceding clauses of this Section, up to is not secured by a Lien and does not exceed, for Guarantors, Borrowers and any Subsidiary, $10,000,000 5,000,0000 in the aggregate at any time; (jxv) intercompany Subject to the terms of the Intercreditor Agreement, Senior Notes Refinancing Debt permitted under Section 10.2.5(a)of any Guarantor as long as each Senior Notes Refinancing Condition is satisfied; (kxvi) [reserved]; (xvii) 2013 Senior Notes Debt of any Excluded SubsidiaryGuarantor so long as it is subject to the terms of the Intercreditor Agreement to the extent such Debt is secured; (xviii) Subject to the terms of the Intercreditor Agreement, the Term Loan B Debt of any Borrower or Guarantor, as long as each of the Term Loan B Conditions is satisfied, in an aggregate principal amount at any time outstanding amount, for all Excluded Subsidiaries, (when taken together with the outstanding principal amount of the Convertible Notes Debt) not to exceed $5,000,000 at any time450,000,000; (lxix) Revolving The Term Loan Obligations (including those arising from Bank Products) B Hedge Debt of any Borrower or Guarantor, as long as such Revolving each of the Term Loan Obligations do not exceed B Hedge Conditions is satisfied, provided that if the Maximum ABL Principal Obligations (as defined in obligations thereunder are secured, the Term Loan B Hedge Debt shall be subject to the terms of the Intercreditor Agreement);, provided further that such liens shall encumber the same assets and have the same priority under the Intercreditor Agreement as the liens of the holders of the Term Loan B Debt; and (mxx) the Convertible Notes Debt under performance bondsof any Borrower or Guarantor, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsas long as each of the Convertible Notes Conditions is satisfied, in each case incurred in an aggregate principal amount at any time outstanding (when taken together with the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any outstanding principal amount of the foregoing; (nTerm Loan B Debt) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 450,000,000. For purposes of determining compliance with this Section 5.2(a), in the aggregateevent that an item of Debt meets the criteria of more than one of the categories of Debt described in subclauses (i) through (xx) above, so long as Guarantors may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such unsecured item of Debt is on terms (or any portion thereof) and conditions reasonably satisfactory will only be required to Agent; (o) customer advances include the amount and type of such Debt in one or deposits received for goods and services purchased in more of the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeabove clauses.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt and Debt arising out of services and products included in the definition of “Bank Product” provided by any bank or financing institution (other than a Lender) or for (and not in excess of the xxxx to market liability under) any Hedging Agreement provided by any banking or financial institution (other than a Lender), to the extent that such Hedging Agreement is permitted by Section 10.2.4 and 10.2.13; (f) Debt or other liability that is in existence when a Person becomes (or is merged, consolidated, combined or amalgamated into) a Subsidiary or that is secured by an asset when acquired by an Obligor a Loan Party or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming (or merging, consolidating, combining or amalgamating into) a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtSenior Note Debt of the U.S. Domiciled Loan Parties in an aggregate principal amount not to exceed $450,000,000 minus any principal payments or other reductions to principal made thereon or applied thereto, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any timetime outstanding; (j) intercompany Debt among Holdings and its Subsidiaries to the extent permitted under Section 10.2.5(aby Sections 10.2.5(d) and (e); (k) Debt of External Subsidiaries under lines of credit to any Excluded such External Subsidiary from Persons other than Holdings or any of its Subsidiaries, the proceeds of which Debt are used for such External Subsidiary, in an ’s working capital and other general corporate purposes; provided that the aggregate principal amount of all such Debt outstanding amount, at any time for all Excluded Subsidiariessuch External Subsidiaries (excluding refinancings thereof by the applicable Subsidiary or another Subsidiary in the same country so long as such refinancings do not increase the amount of the applicable Debt nor provide security not applicable to such Debt upon the initial incurrence thereof) shall not exceed $50,000,000; (l) Permitted Senior Secured Debt, provided that (1) the incurrence of such Debt is permitted under the Senior Notes (as in effect on the Closing Date and without respect to any “Suspended Covenant” provisions), (2) if applicable, a Permitted Senior Secured Debt Intercreditor Agreement shall be entered into by each Loan Party, Agent and the respective Permitted Senior Secured Debt Collateral Agent and shall be in full force and effect and (3) the Loan Parties shall have entered into such amendments or other modifications to this Agreement as Agent shall have reasonably requested in connection with the incurrence of such Debt and such documents shall be in full force and effect; (m) additional secured Debt that is not included in any of the preceding clauses of this Section and, provided that (1) the incurrence of such Debt is permitted under the Senior Notes (as in effect on the Closing Date and without respect to any “Suspended Covenant” provisions) and (2) the aggregate principal amount of Debt outstanding under this clause (m) shall not to exceed $5,000,000 25,000,000 at any time; (ln) Revolving Loan Obligations (including those arising from Bank Products) additional unsecured Debt that is not included in any of the preceding clauses of this Section and is not secured by a Lien so long as the Specified Transaction Conditions applicable to the issuance of such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt shall have been satisfied in the Intercreditor Agreement)connection therewith; (mo) Debt under performance bondsof an External Subsidiary in connection with a Permitted Securitization; (p) Debt by and among one or more External Subsidiaries pursuant to any manual or automatic cash pooling arrangement; provided that the pool shall have at all times an aggregate cash position of at least U.S.$0, surety bondsand it being understood that Dutch BV (or other External Subsidiary) may, releasebut shall not be required to, appeal and similar bondsact as an intermediary in respect of any such pool; (q) Debt owed to any Person providing workers’ compensation, statutory health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations or with respect to workers' compensation claimssuch Person, in each case incurred in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations in respect of any of the foregoingbusiness; (nr) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence; (s) Debt owed to any Person providing property, casualty or liability insurance to the extent constituting Debt, unsecured obligations in respect U.S. Borrower or any of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregateits Subsidiaries, so long as such unsecured Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Debt is on terms incurred and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Businesssuch Debt shall be outstanding only during such period; and (qt) Other Debt up to $1,000,000 in existing on the aggregate at any timeClosing Date and set forth on Schedule 10.2.1(t).

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "“Permitted Debt"”): (a) Debt described on Schedule 9.2.1 as of the Third Restatement Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, refunding, modification or refinancing thereof so long as the principal amount thereof is not increased, provided that individual equipment, Purchase Money Debt or Capital Lease Obligations provided by one lender (or its Affiliates ) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred hereunder and can be provided by such lender (or its (b) the Obligations; (bc) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time[reserved]; (cd) Permitted Debt Securities, so long as after giving effect to the issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 9.2.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt incurred under this Section 9.2.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Permitted Debt Securities; (e) Permitted Purchase Money Debt; (df) existing Borrowed Money Debt under Hedging Agreements incurred in the Ordinary Course of Business and not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1for speculative purposes; (eg) [Reserved]Bank Product Debt; (fh) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Capital Lease Obligations and purchase money obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 9.2.1(e), not in excess of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect greater of purchase price adjustments, earn-outs, non-competition agreements, $50,000,000 and other similar arrangements, or other deferred payments 3.00% of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate Total Assets at any time.time outstanding and any extension, renewal, refunding, modification or refinancing thereof, provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates);

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt, Capital Leases and Synthetic Debt incurred, to the extent the aggregate principal amount thereof does not exceed $75,000,000 at any time; (d) existing Borrowed Money not satisfied with (other than the initial Loan proceeds Obligations) and other Debt, but only to the extent outstanding on the Third Amendment Effective Date and set forth on Schedule 10.2.1the Closing Date Letter and not satisfied with proceeds of the initial Revolver Loans; (e) [Reserved]Debt with respect to Bank Products, other banking or foreign exchange services incurred in the Ordinary Course of Business or Hedging Agreements permitted hereunder; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset (other than Accounts and Inventory of an Obligor) when acquired by an Obligor or Subsidiarya Obligor, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary an Obligor or such acquisition, and does not exceed $2,500,000 40,000,000 in the aggregate outstanding principal amount at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together Debt with Subordinated Debt permitted under Section 10.2.1(brespect to non-recourse pledge of the Equity Interests of the IP Subsidiaries (so long as Intellectual Property owned by such IP Subsidiaries used by Obligors are subject to the Agent License Agreement), up to $10,000,000 if any, incurred in the aggregate at connection with any timeIP Financing and any refinancings, refundings, renewals, replacements or extensions thereof; (j) intercompany Debt otherwise permitted under Section 10.2.5(a)10.2.5 or Section 10.2.7; (k) Guarantees and other Contingent Obligations of any Obligor in respect of Debt otherwise permitted hereunder or any partnership or joint venture of any Obligor to the extent the Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not such partnership or joint venture is fully attributable to exceed $5,000,000 at any time;such Obligor; 110 (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt in the Intercreditor Agreement); (m) Debt under performance bondsrespect of performance, surety bondsbid, release, appeal and surety bonds and performance and completion guarantees and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (guaranties of operating leases and other operating obligations by Parent or its Subsidiaries to, or for insurance not to exceed 1 year) owing the benefit of, its Subsidiaries in the Ordinary Course of Business; (n) the Permitted Real Estate Debt; (o) to the extent constituting Debt, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets or any Investment permitted to be acquired or made hereunder or any Permitted Asset Disposition; (p) Debt representing deferred compensation or similar obligations to officers, directors, employees and managers of Parent and its Subsidiaries incurred in the Ordinary Course of Business and deferred compensation or other similar arrangements with officers, directors, employees and managers in connection with acquisitions of Persons or businesses or divisions permitted hereunder. (q) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the Ordinary Course of Business in respect of workers compensation claims, health, disability or other employee benefits, or property, casualty, liability or other insurance or self-insurance ; (r) Debt arising from bank guaranties, warehouse receipts, insurance or similar instruments in the ordinary course of business; (i) Debt arising from the endorsement of instruments or other payment items for deposit, (ii) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, and (iii) Debt in respect of the credit cards and credit accounts of the Parent or any Subsidiaries in the Ordinary Course of Business; (t) other Debt in an aggregate principal amount at any one time outstanding not to exceed $50,000,000; (u) other unsecured Debt (i) incurred prior to the Third Amendment Effective Date in the aggregate principal amount not exceeding $500,000,000 as set forth on Schedule 10.2.1(u), (ii) incurred on or after the Third Amendment Effective Date in an aggregate principal amount at any one time outstanding not to exceed an amount equal to $500,000,000, (iii) pursuant to loan agreements, indentures or other documentation having covenants and other terms with respect to the Obligors that are no more restrictive in any material respect than those in this Agreement, and (iv) with a maturity date after the Revolver Termination Date; and (qv) Other Debt up to $1,000,000 in the aggregate at any timePermitted Convertible Note Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated DebtDebt for trade payables, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, wages and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and accrued expenses incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pc) Indebtedness representing installment insurance premiums Permitted Existing Debt and any extensions, renewals, refundings or replacements of such Debt, provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of, and taken as a whole is on terms no less favorable to Parent or any Restricted Subsidiary, as applicable, than the terms of, such Permitted Existing Debt so extended, renewed, refunded or replaced; (for insurance d) Purchase Money Debt and Debt in connection with sale-leaseback transactions in an aggregate principal amount not to exceed 1 year$100,000,000 at any time outstanding; (e) owing Debt in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 10.1.6; (f) Debt constituting Investments permitted by Section 10.2.4; (g) Debt arising from unsecured intercompany loans permitted by Section 10.2.4(e) and Section 10.2.4(i); (h) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (i) Debt with respect to customary warranties and indemnities made under (i) any agreements for asset sales permitted under Section 10.2.5, or (ii) Contractual Obligations of Parent or any Restricted Subsidiary entered into in the Ordinary Course of its Business; (j) prior to the Australian Borrower Activation Date, (i) Debt of the Australian Subsidiaries with respect to the Australian Credit Facility and letters of credit issued by Citibank N.A. and its Affiliates in an aggregate amount not to exceed $10,000,000 at any time and (ii) Accommodation Obligations with respect to any working capital facility and letters of credit guaranteed pursuant to the Foreign Working Capital Guaranty relating thereto in an aggregate guaranteed amount not to exceed $10,000,000 at any time; 144 (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (l) Debt arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (i) Debt under the Term Loan Agreement in an aggregate principal amount not to exceed $225,000,000 at any time, together with (x) all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt (each as defined in the Term Loan Agreement as in effect on the date hereof) not to exceed the Maximum Increase Amount (as defined in the Term Loan Agreement as in effect on the date hereof) and (y) all Refinancing Term Loans, Refinancing Notes and Extended Loans (each as defined in the Term Loan Agreement as in effect on the date hereof), and (ii) Permitted Refinancings thereof (“Permitted Term Debt”); (n) Debt arising under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Restricted Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (o) Debt of the Bolzoni Entities in an aggregate principal amount not to exceed EUR 75,000,000 at any time; (p) Debt of Foreign Restricted Subsidiaries with respect to Approved Floorplan and Factoring Facilities in an aggregate amount not to exceed $7,500,000 at any one time outstanding, provided that (i) such Debt shall be secured by Liens encumbering only the Inventory financed with the proceeds of such Debt, (ii) none of the Inventory securing such Debt is located in a jurisdiction in which Eligible Inventory is located, (iii) all documentation with respect to such Debt shall be on terms and conditions satisfactory to Agent and (iv) the creditors therefor shall agree in writing to be bound by an Approved Intercreditor Agreement; (q) Debt of any Person existing at the time such Person becomes a Restricted Subsidiary, or assumed at the time any Property is acquired by Parent or any of its Restricted Subsidiaries, in each case, pursuant to a Permitted Acquisition; provided that (i) such Debt was not created or incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such Property, (ii) none of Parent nor its Restricted Subsidiaries (other than (x) any such Person that becomes a Restricted Subsidiary (or any other Person such Person merges with) and such Person’s Restricted Subsidiaries or (y) any such Person that acquires such Property) shall have any liability or other obligation with respect to such Debt except to the extent otherwise permitted hereunder and (iii) the aggregate principal amount of all such assumed Debt shall not exceed $50,000,000 at any time outstanding; (r) Debt incurred by U.S. Domiciled Obligors with respect to any JV Financing Facility in an aggregate amount not to exceed $15,000,000 at any one time outstanding; provided that (i) if secured, such Debt shall be secured by Liens encumbering only the Inventory and related assets that are the subject of such JV Financing Facility, (ii) none of the Inventory securing such Debt shall constitute Eligible Inventory or be included in the U.S. Borrowing Base, (iii) U.S. Borrower Agent shall provide Agent with written notice at the time of each advance of such Debt (which notice shall include detailed information identifying the individual units of 145 Inventory that are the subject of such financing), (iv) the proceeds of each advance shall be paid directly to the U.S. Dominion Account, (v) none of the Accounts resulting from any sale of such Inventory shall constitute Eligible Accounts or be included in the U.S. Borrowing Base, (vi) all material documentation with respect to such Debt shall be on terms and conditions reasonably satisfactory to Agent, and (vii) HYGFS shall agree in writing to be bound by an Approved Intercreditor Agreement; (s) Debt constituting deferred purchase price relating to Investments permitted by Section 10.2.4(h) in an aggregate amount not to exceed $52,000,000 at any time; (t) in addition to Debt permitted by clauses (a) through (s) above, other unsecured Debt (but excluding intercompany loans), so long as each of the following is satisfied: (1) Borrowers are in compliance with Section 10.3 (computed on a pro forma basis for the most recent four fiscal quarter period for which financials are required to be delivered), whether or not a Trigger Period is in effect, (2) no Default or an Event of Default has occurred and is continuing at the time of such incurrence or would result therefrom, and (3) with respect to any Debt incurred in reliance on this clause (t) in a principal amount in excess of $50,000,000, such Debt (x) has a scheduled maturity at least 91 days after the Maturity Date and (y) does not amortize in excess of 1% per annum; (u) Debt of any Restricted Subsidiary of Parent that is not an Obligor in an aggregate principal amount not to exceed $75,000,000 at any time; (v) Permitted Accommodation Obligations; and (qw) Other in addition to Debt up permitted by clauses (a) through (u) above, other Debt (but excluding intercompany loans), in an aggregate principal amount not to exceed $1,000,000 in the aggregate 50,000,000 at any time.time outstanding;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured [reserved]the Second Lien Debt permitted under Section 10.2.1(i), up so long as such Debt is subject to $10,000,000 in the aggregate at any timeIntercreditor Agreement; (c) Permitted Purchase Money DebtDebt and obligations with respect to Capital Leases so long as the aggregate amount outstanding under this clause (c) does not exceed $2,500,000 at any time; (d) existing Borrowed Money listed on Schedule 10.2.1 (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Restatement Date and not satisfied with proceeds of Loans funded on the initial Loan proceeds and set forth on Schedule 10.2.1Restatement Date; (e) [Reserved]Debt with respect to Bank Products incurred in the ordinary course of business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Subordinated Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of the Obligors owing to any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal Subsidiary and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) Subsidiary owing to the extent constituting Debtan Obligor or any other Subsidiary; provided, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of that any such Debt that is owed by a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, Subsidiary that is not an Obligor shall be subject to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeSections 10.2.

Permitted Debt. Create, The Company will not incur, guarantee or suffer permit to exist or commit to incur any DebtDebt that has not been approved by the Agent in writing in advance, except the following (collectively, the "Permitted DebtPERMITTED DEBT"): (a) the Loan and the other Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up obligations to $10,000,000 in the aggregate at any timepay Taxes; (c) Permitted Purchase Money Debtliabilities for accounts payable, non-capitalized equipment or operating leases and similar liabilities incurred in the ordinary course of business; (d) existing Borrowed Money not satisfied with the initial Loan proceeds accrued expenses, deferred credits and set forth on Schedule 10.2.1loss contingencies that are properly classified as liabilities under GAAP; (e) [Reserved]Debt incurred in the ordinary course of business to hedge the risk of interest rate fluctuations or any of the Company's portfolios or pipelines of Mortgage Loans under this Agreement or in respect of other Permitted Debt obligations; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not liabilities for capital leases and similar liabilities incurred in contemplation the ordinary course of such Person becoming a Subsidiary or such acquisitionbusiness, and does not exceed up to an aggregate maximum principal amount of Five Hundred Thousand Dollars ($2,500,000 in the aggregate at any time500,000); (g) Permitted Contingent Obligationsthe debt described on SCHEDULE SD if and to the extent that it is Qualified Subordinated Debt; (h) Refinancing the specific Debt as long as each Refinancing Condition is satisfieddescribed on SCHEDULE 10.6(h); (i) unsecured other Debt of the Company approved in writing by the Required Lenders (no Lender shall have any obligation to approve any such Debt, together with Subordinated Debt permitted under Section 10.2.1(band each may approve or disapprove it in such Lender's sole and absolute discretion), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a)incurred in connection with the collapsing and repurchasing of securities issued in connection with a securitization of Mortgage Loans the documentation for which specifically contemplates and permits such a repurchasing transaction; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not Single-purpose Finance Subsidiaries that is Nonrecourse Debt to exceed $5,000,000 at any time;the Company; and (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed Debt secured solely by the Maximum ABL Principal Obligations (as defined residual interests of the Company in the Intercreditor Agreement); (m) Debt income stream to be received under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeMortgage Loan securitization program.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt, Capital Leases and Synthetic Debt incurred, to the extent the aggregate principal amount thereof does not exceed $75,000,000 at any time; (d) existing Borrowed Money not satisfied with (other than the initial Loan proceeds Obligations) and other Debt, but only to the extent outstanding on the Closing Date and set forth on Schedule 10.2.1the Closing Date Letter and not satisfied with proceeds of any Revolver Loans extended on the Closing Date; (e) [Reserved]Debt with respect to Bank Products, other banking or foreign exchange services incurred in the Ordinary Course of Business or Hedging Agreements permitted hereunder; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset (other than Accounts and Inventory of an Obligor) when acquired by an Obligor or Subsidiarya Obligor, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary an Obligor or such acquisition, and does not exceed $2,500,000 40,000,000 in the aggregate outstanding principal amount at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together Debt with Subordinated Debt permitted under Section 10.2.1(brespect to non-recourse pledge of the Equity Interests of the IP Subsidiaries (so long as Intellectual Property owned by such IP Subsidiaries used by Obligors are subject to the Agent License Agreement), up to $10,000,000 if any, incurred in the aggregate at connection with any timeIP Financing and any refinancings, refundings, renewals, replacements or extensions thereof; (j) intercompany Debt otherwise permitted under Section 10.2.5(a)10.2.5 or Section 10.2.7; (k) Guarantees and other Contingent Obligations of any Obligor in respect of Debt otherwise permitted hereunder or any partnership or joint venture of any Obligor to the extent the Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not such partnership or joint venture is fully attributable to exceed $5,000,000 at any timesuch Obligor; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt in the Intercreditor Agreement); (m) Debt under performance bondsrespect of performance, surety bondsbid, release, appeal and surety bonds and performance and completion guarantees and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (guaranties of operating leases and other operating obligations by Parent or its Subsidiaries to, or for insurance not to exceed 1 year) owing the benefit of, its Subsidiaries in the Ordinary Course of Business; (n) the Permitted Real Estate Debt; (o) to the extent constituting Debt, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets or any Investment permitted to be acquired or made hereunder or any Permitted Asset Disposition; (p) Debt representing deferred compensation or similar obligations to officers, directors, employees and managers of Parent and its Subsidiaries incurred in the Ordinary Course of Business and deferred compensation or other similar arrangements with officers, directors, employees and managers in connection with acquisitions of Persons or businesses or divisions permitted hereunder. (q) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the Ordinary Course of Business in respect of workers compensation claims, health, disability or other employee benefits, or property, casualty, liability or other insurance or self-insurance ; (r) Debt arising from bank guaranties, warehouse receipts, insurance or similar instruments in the ordinary course of business; (i) Debt arising from the endorsement of instruments or other payment items for deposit, (ii) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, and (iii) Debt in respect of the credit cards and credit accounts of the Parent or any Subsidiaries in the Ordinary Course of Business; (t) other Debt in an aggregate principal amount at any one time outstanding not to exceed $50,000,000; (u) other unsecured Debt (i) incurred prior to the Closing Date in the aggregate principal amount not exceeding $500,000,000 as set forth on Schedule 10.2.1(u), (ii) incurred on or after the Closing Date in an aggregate principal amount at any one time outstanding not to exceed an amount equal to $500,000,000, (iii) pursuant to loan agreements, indentures or other documentation having covenants and other terms with respect to the Obligors that are no more restrictive in any material respect than those in this Agreement, and (iv) with a maturity date after the Revolver Termination Date; and (qv) Other Debt up to $1,000,000 in the aggregate at any timePermitted Convertible Note Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any DebtDebt or Contingent Obligations, except the following (collectively, "Permitted Debt"):except: (a) the ObligationsObligations (including any Swingline Loan); (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Loan Party or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 2,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt that is not included in any of the preceding clauses of this Section, together with Subordinated Debt permitted under Section 10.2.1(b), up to is not secured by a Lien and does not exceed $10,000,000 1,000,000 in the aggregate at any time; (j) intercompany Debt of any Loan Party to any other Loan Party and guaranty obligations of any Loan Party in respect of Debt otherwise permitted under Section 10.2.5(a)hereunder of any Loan Party; (k) Debt an unsecured guaranty of any Excluded Subsidiary, up to $600,000 incurred by Holdings for the benefit of Cork guarantying Cork’s obligations in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeconnection with a research and development grant with the Republic of Ireland; (l) Revolving Loan Obligations (including those arising from Bank Products) long obligations in an aggregate outstanding principal amount not exceeding $2,000,000 at any time for payment of rent under real property operating leases if and to the extent that such leases are required to be treated as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)Capital Leases; (m) Debt under performance bondsof Foreign Subsidiaries of Holdings in an aggregate outstanding principal amount not exceeding $5,000,000 at any time; provided, surety bondsthat (i) none of Holdings or any other Loan Party (A) provides credit support of any kind (including any undertaking, releaseagreement or instrument that would constitute Debt) or (B) is directly or indirectly liable (as a guarantor or otherwise), appeal and similar bonds, statutory obligations or (ii) no default with respect to workers' compensation claimswhich (including any rights that the holders thereof may have to take enforcement action against a Foreign Subsidiary) would permit (upon notice, in each case incurred in the Ordinary Course lapse of Business, and unsecured reimbursement obligations in respect time or both) any holder of any other Debt (other than this Agreement) of any of Holdings or any other Loan Party to declare a default on such other Debt or cause the foregoing;payment thereof to be accelerated or payable prior to its stated maturity; and (n) unsecured intercompany Indebtedness permitted pursuant to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeSection 10.2.7(e).

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1proceeds; (e) [Reserved]Bank Product Debt incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 5,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debtearnouts, together with Subordinated Debt permitted under Section 10.2.1(b)purchase price adjustments, up to $10,000,000 in the aggregate at profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any timenature of such Person arising out of Permitted Acquisitions; (j) intercompany Debt permitted under Section 10.2.5(a)with respect to performance bonds, appeal bonds, customs and duty bonds, and other similar obligations; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory hedging obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of BusinessBusiness and not for speculative purposes, credit card indebtedness, letters of credit, and unsecured reimbursement obligations other Debt in respect of any of the foregoingbank services provided by financial institutions other than Lender; (nl) unsecured indebtedness to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and trade creditors incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business; and (qn) Other other unsecured Debt up to $1,000,000 5,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i[ (other than the Alcentra/Triangle Debt), up to $10,000,000 in the aggregate at any time]; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Integrated Debt, Subordinated Debt[ (including the Alcentra/Triangle Debt)] and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Secured Bank Product Obligations incurred in the ordinary course of business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 250,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated intercompany Debt permitted under by Section 10.2.1(b10.2.7(d); (j) unsecured Debt consisting of earn-outs incurred in connection with a Permitted Acquisition so long as the terms of such earn-outs provide that no payment may be made with respect thereto if a Default or Event of Default has occurred and is continuing or would result therefrom; (k) Debt in respect of Capital Leases; provided, up to however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $10,000,000 5,000,000; (l) Debt (other than on account of earn-outs) that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $3,500,000 in the aggregate at any time; (jm) intercompany [subject to the terms of the Alcentra/Triangle Intercreditor Agreement, the Alcentra/Triangle] Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an so long as the aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 principal amount at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do one time outstanding does not exceed the Maximum ABL Principal Obligations sum of (as defined i) [$25,000,000,] plus (ii) any interest paid in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal kind and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) added to the extent constituting principal in accordance with the documents[ evidencing the Alcentra/Triangle Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.]

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (dc) existing Borrowed Debt (other than the Obligations and Permitted Purchase Money Debt) to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth Loans, all of which is identified on Schedule 10.2.110.2.1 hereto; (d) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 500,000 in the aggregate outstanding at any time; (f) Debt of Obligors or Subsidiaries to the extent consisting of Investments by the Obligors or other Subsidiaries permitted under Section 10.2.5; (g) Permitted Contingent Obligations (i) consisting of guarantees by an Obligor of Debt of any Subsidiary and by any Subsidiary of Debt of the Obligors or any other Subsidiary; provided that (A) the Debt so guaranteed is otherwise permitted by this Section 10.2.1, (B) guarantees by any Obligor of Debt of any Subsidiary that is not an Obligor shall be limited to an aggregate amount, when combined with Investments permitted under Section 10.2.5(i), not in excess of $5,000,000 at any time outstanding and (C) guarantees permitted under this Section 10.2.1(g) shall be subordinated to the Obligations of the applicable Subsidiary on substantially the same terms as the Debt so guaranteed is subordinated to the Obligations; (ii) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (iii) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (iv) arising in the Ordinary Course of Business from customary indemnification obligations in favor of purchasers in connection with Asset Dispositions permitted hereunder; or (v) arising under the Loan Documents; (h) [Reserved]; (i) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; (j) Debt of Foreign Subsidiaries that are not Obligors incurred on or after the Closing Date in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; (k) Refinancing Debt as long as each Refinancing Condition is satisfied; (il) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, Term Loan Obligations in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed exceeding the Maximum ABL Term Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingHedging Agreements permitted under Section 10.2.14; (n) to the extent constituting Debt, unsecured obligations Debt of any Obligor or any Subsidiary as an account party in respect of purchase price adjustmentsperformance bonds, earn-outsbid bonds, non-competition agreementsappeal bonds, surety bonds and other similar arrangementsobligations, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 each case provided in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agentordinary course of business; (o) customer advances or deposits received for goods and services purchased Debt consisting of the financing of insurance premiums in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) the extent constituting Debt, amounts owing in connection with Approved Supplier Finance Arrangements to the Ordinary Course applicable supplier finance provider in respect of Businessthe assignment or sale of Accounts under such arrangements; and (q) Other other unsecured Debt up in an aggregate outstanding principal amount not to exceed $1,000,000 in the aggregate at any time5,000,000.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured the Revolving Loan Debt in an amount not to exceed the amount permitted under Section 10.2.1(i)the Intercreditor Agreement, up to $10,000,000 provided that, for the avoidance of doubt, the aggregate Hedge Termination Value of Secured Hedging Agreement Obligations that constitute Bank Product Debt (as such term is defined in the aggregate Revolving Credit Agreement) shall not exceed $500,0001,500,000 at any timetime outstanding; (c) Permitted Purchase Money Debtthe Quebec Subordinated Debt in an outstanding amount not to exceed Cdn. $12,100,000 at any time and solely to the extent that such Debt is subject to the Quebec Subordination Agreements; provided that (i) the Quebec Subordinated Debt Documents shall be in form and substance reasonably satisfactory to the Agents, and (ii) the Quebec Subordinated Debt shall be subject to the Quebec Subordination Agreements; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Intercompany Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary endorsements for collection, deposit or that is secured by an asset when acquired by an Obligor negotiation and warranties of products or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsservices, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (nf) Debt described in Schedule 10.2.1,10.2.1 on the Fourth Amendment Effective Date, but not any extensions, renewals or replacements of such Debt except (i) renewals and extensions expressly provided for in the agreements evidencing any such Debt as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Debt if the terms and conditions thereof are not materially less favorable (taken as a whole) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreementsobligor thereon or to the Lenders than the Debt being refinanced or extended, and other similar arrangementsthe average life to maturity thereof is greater than or equal to that of the Debt being refinanced or extended; provided that such Debt permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or refinanced, (B) exceed in a principal amount the Debt being renewed, extended or refinanced, except by an amount equal to a premium on or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition amount paid and fees and expenses reasonably incurred in connection with such renewal, extension or refinancing or (C) be incurred, created or assumed if any Permitted AcquisitionDefault or Event of Default has occurred and is continuing or would result therefrom; (g) Debt incurred in connection with the acquisition, lease or leasing after the Third Amendment Effective Date of any equipment or fixtures by a Loan Party or under any Capital Lease, provided that the aggregate principal amount of such Debt of the Loan Parties shall not to exceed the Dollar Equivalent of $500,000 in the aggregate, so long as 15,000,000 at any one time; (h) [Reserved]; (i) [Reserved]; (j) such other unsecured Debt that is expressly subordinated to the Full Payment of the Obligations on terms and conditions reasonably satisfactory and pursuant to Agenta subordination agreement acceptable to the Agents; provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any time; (ok) customer advances or deposits received for goods and services purchased in unsecured Debt constituting the Ordinary Course of BusinessManagement Debt to the extent subject to the Management Subordination Agreement; (pl) Indebtedness representing installment insurance premiums (for insurance such other Additional Subordinated Debt of the Loan Parties; provided that the aggregate principal amount of such Additional Subordinated Debt of the Loan Parties shall not to exceed 1 year) owing in the Ordinary Course Dollar Equivalent of Business$15,000,000 at any one time; and (qm) Other the Xxxxxxx Debt up to $1,000,000 in of the Loan Parties; provided that the aggregate amount of such Xxxxxxx Debt of the Loan Parties shall not exceed the Dollar Equivalent of $10,600,000 at any one time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money DebtDebt and Permitted Capital Leases; (d) existing Borrowed Money as identified on Schedule 10.2.1(d) (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) the Real Estate Term Loan in the maximum outstanding amount of up to the principal amount of $11,650,000 and the Debt outstanding under the UK Loan Facility; (i) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a)Investments that are not Restricted Investments; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeHedging Agreements permitted under Section 10.2.15; (l) Revolving Loan Obligations Debt in respect of (including those arising from Bank Productsi) long as such Revolving Loan Obligations do workers’ compensation claims or obligations in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or completion, bid, performance, appeal or surety bonds issued for the account of any Borrower or Subsidiary, bankers acceptances and other similar obligations not exceed the Maximum ABL Principal Obligations (as defined constituting Borrowed Money that are incurred in the Intercreditor Agreementordinary course of business, and (ii) guarantees of, or obligations of any Borrower or any Subsidiary with respect to letters of credit supporting, any obligations described in clause (m); (m) Debt under performance bondsarising from the honoring by a bank or other financial institution of a check, surety bonds, release, appeal and draft or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred instrument (except in the Ordinary Course case of Businessdaylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, and unsecured reimbursement obligations in respect however, that such Debt is extinguished within five Business Days of any of the foregoingincurrence; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred Debt arising in connection with any Permitted Acquisition, not to exceed $500,000 endorsement of instruments for deposit in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agentordinary course of business; (o) customer advances or deposits received Debt with respect to the deferred purchase price due to the seller for goods and services purchased in any Permitted Acquisition, provided that such Debt is subordinated to the Ordinary Course of BusinessObligations on terms reasonably acceptable to Lender; (p) Indebtedness representing installment insurance premiums (Debt arising from agreements of any Borrower or any Subsidiary providing for insurance not to exceed 1 year) owing indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the Ordinary Course disposition or acquisition of Business; andany Subsidiary or any other business or assets, other than guarantees of Debt incurred by any Person acquiring all or any portion of such Subsidiary, business or assets for the purpose of financing such acquisition; (q) Other Unsecured Debt up assumed in connection with Permitted Acquisitions in an aggregate amount not to exceed $1,000,000 at any time outstanding; (r) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money and other Debt (other than the Obligations and Subordinated Debt), but only to the extent identified on Schedule 10.2.1, and outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved];Bank Product Debt, (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (i) unsecured Debt, together with Subordinated Intercompany Debt permitted under Section 10.2.1(b), up to $10,000,000 incurred in the aggregate at any timeOrdinary Course of Business to the extent permitted by Section 10.2.5; (j) intercompany Debt permitted under Section 10.2.5(a)in respect of workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of any Excluded Subsidiarytaxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeaccordance with Section 10.1.6; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course consisting of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outsincentive, non-competition agreementscompete, and other similar arrangementsconsulting, deferred compensation, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased arrangements entered in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; (n) Debt incurred by Foreign Subsidiaries that are not Obligors for working capital purposes in an amount not to exceed $5,000,000 at any time outstanding, so long as no Default or Event of Default exists or would result therefrom; (o) Debt in connection with any Permitted Foreign Investment; (p) Contingent Obligations in respect of Debt of any Obligor otherwise permitted under Section 10.2.1 incurred in the Ordinary Course of Business, subject, if applicable, to Section 10.2.5; (q) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (r) without duplication of any other Debt, non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to Debt permitted hereunder; and (qs) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (dc) existing Borrowed Debt (other than the Obligations and Permitted Purchase Money Debt) to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth Loans, all of which is identified on Schedule 10.2.110.2.1 hereto; (d) Debt with respect to Bank Products (as defined in the Revolving Loan Agreement) incurred in the Ordinary Course of Business; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 500,000 in the aggregate outstanding at any time; (f) Debt of Obligors or Subsidiaries to the extent consisting of Investments by the Obligors or other Subsidiaries permitted under Section 10.2.5; (g) Permitted Contingent Obligations (i) consisting of guarantees by an Obligor of Debt of any Subsidiary and by any Subsidiary of Debt of the Obligors or any other Subsidiary; provided that (A) the Debt so guaranteed would be permitted to be incurred by the guarantor thereof by this Section 10.2.1, (B) guarantees by any Obligor of Debt of any Subsidiary that is not an Obligor shall be limited to an aggregate amount, when combined with Investments permitted under Section 10.2.5(i), not in excess of $5,000,000 at any time outstanding and (C) guarantees permitted under this Section 10.2.1(g) shall be subordinated to the Obligations of the applicable Subsidiary on substantially the same terms as the Debt so guaranteed is subordinated to the Obligations; (ii) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (iii) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (iv) arising in the Ordinary Course of Business from customary indemnification obligations in favor of purchasers in connection with Asset Dispositions permitted hereunder; or (v) arising under the Loan Documents; (h) [reserved]; (i) Debt owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; (j) Debt of Foreign Subsidiaries that are not Obligors incurred on or after the Closing Date in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; (k) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do in an aggregate principal amount not exceed exceeding the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingHedging Agreements permitted under Section 10.2.14; (n) to the extent constituting Debt, unsecured obligations Debt of any Obligor or any Subsidiary as an account party in respect of purchase price adjustmentsperformance bonds, earn-outsbid bonds, non-competition agreementsappeal bonds, surety bonds and other similar arrangementsobligations, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 each case provided in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agentordinary course of business; (o) customer advances or deposits received for goods and services purchased Debt consisting of the financing of insurance premiums in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) the extent constituting Debt, amounts owing in connection with Approved Supplier Finance Arrangements to the Ordinary Course applicable supplier finance provider in respect of Businessthe assignment or sale of Accounts under such arrangements; and (q) Other other unsecured Debt up in an aggregate outstanding principal amount not to exceed $1,000,000 in the aggregate at any time5,000,000.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "“Permitted Debt"”): (a) Debt described on Schedule 9.2.1 as of the Third Restatement Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, refunding, modification or refinancing thereof so long as the principal amount thereof is not increased, provided that individual equipment, Purchase Money Debt or Capital Lease Obligations provided by one lender (or its Affiliates ) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred hereunder and can be provided by such lender (or its Affiliates); (b) the Obligations; (bc) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time[reserved]; (cd) Permitted Debt Securities, so long as after giving effect to the issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 9.2.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt incurred under this Section 9.2.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Permitted Debt Securities; (e) Permitted Purchase Money Debt; (df) existing Borrowed Money Debt under Hedging Agreements incurred in the Ordinary Course of Business and not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1for speculative purposes; (eg) [Reserved]Bank Product Debt; (fh) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Capital Lease Obligations and purchase money obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 9.2.1(e), not in excess of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect greater of purchase price adjustments, earn-outs, non-competition agreements, $50,000,000 and other similar arrangements, or other deferred payments 3.00% of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate Total Assets at any time.time outstanding and any extension, renewal, refunding, modification or refinancing thereof, provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates);

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Restatement Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Secured Bank Product Obligations and Debt arising out of services and products included in the definition of Bank Product provided by any bank or financing institution (other than a Lender) or for (and not in excess of the xxxx to market liability under) any Hedging Agreement provided by any banking or financial institution (other than a Lender), to the extent that such Hedging Agreement is permitted by Section 10.2.4 and 10.2.13; (f) Debt or other liability that is in existence when a Person becomes (or is merged, consolidated, combined or amalgamated into) a Subsidiary or that is secured by an asset when acquired by an Obligor a Loan Party or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming (or merging, consolidating, combining or amalgamating into) a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtSenior Note Debt of the U.S. Domiciled Loan Parties in an aggregate principal amount not to exceed $450,000,000 minus any principal payments or other reductions to principal made thereon or applied thereto, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any timetime outstanding; (j) intercompany Debt among Holdings and its Subsidiaries to the extent permitted under Section 10.2.5(aby Sections 10.2.5(d) and (e); (k) Debt of External Subsidiaries under lines of credit to any Excluded Subsidiarysuch External Subsidiary from Persons other than Holdings or any of its Subsidiaries shall not exceed $75,000,000; (l) Permitted Senior Secured Debt, provided that (1) the incurrence of such Debt is permitted under the Senior Notes (as in an effect on the Original Closing Date and without respect to any “Suspended Covenant” provisions), (2) the incurrence of such Debt is permitted under the Holdings Notes (as in effect on the Holdings Note Effective Date and without respect to any “Suspended Covenant” provisions), (3) if applicable, a Permitted Senior Secured Debt Intercreditor Agreement shall be entered into by each Loan Party, Agent and the respective Permitted Senior Secured Debt Collateral Agent and shall be in full force and effect and (4) the Loan Parties shall have entered into such amendments or other modifications to this Agreement as Agent shall have reasonably requested in connection with the incurrence of such Debt and such documents shall be in full force and effect; (m) additional secured Debt that is not included in any of the preceding clauses of this Section and, provided that (1) the incurrence of such Debt is permitted under the Senior Notes (as in effect on the Original Closing Date and without respect to any “Suspended Covenant” provisions), (2) the incurrence of such Debt is permitted under the Holdings Notes (as in effect on the Holdings Note Effective Date and without respect to any “Suspended Covenant” provisions) and (3) the aggregate principal amount of Debt outstanding amount, for all Excluded Subsidiaries, under this clause (m) shall not to exceed $5,000,000 50,000,000 at any time; (ln) Revolving Loan Obligations (including those arising from Bank Products) additional unsecured Debt that is not included in any of the preceding clauses of this Section and is not secured by a Lien so long as the Specified Transaction Conditions applicable to the issuance of such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt shall have been satisfied in the Intercreditor Agreement)connection therewith; (mo) Debt under performance bondsof an External Subsidiary in connection with a Permitted Securitization; (p) Debt by and among one or more External Subsidiaries pursuant to any manual or automatic cash pooling arrangement; provided that the pool shall have at all times an aggregate cash position of at least U.S.$0, surety bondsand it being understood that the European Borrower (or an External Subsidiary) may, releasebut shall not be required to, appeal and similar bondsact as an intermediary in respect of any such pool; (q) Debt owed to any Person providing workers’ compensation, statutory health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations or with respect to workers' compensation claimssuch Person, in each case incurred in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations in respect of any of the foregoingbusiness; (nr) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence; (s) Debt owed to any Person providing property, casualty or liability insurance to the extent constituting Debt, unsecured obligations in respect U.S. Borrower or any of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregateits Subsidiaries, so long as such unsecured Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Debt is on terms incurred and conditions reasonably satisfactory to Agentsuch Debt shall be outstanding only during such period; (ot) customer advances or deposits received for goods Debt existing on the Restatement Date and services purchased in the Ordinary Course of Businessset forth on Schedule 10.2.1(t); (pu) Indebtedness representing installment insurance premiums (for insurance Holdings Note Debt of Holdings and, to the extent guaranties are required with respect thereto, the other U.S. Domiciled Loan Parties in an aggregate original principal amount not to exceed 1 year) owing in the Ordinary Course of Business$175,000,000 minus any principal payments or other reductions to principal made thereon or applied thereto, at any time outstanding; and (qv) Other additional Debt up in an aggregate amount not to exceed $1,000,000 in the aggregate 10,000,000 at any timetime outstanding.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) Debt existing on the Obligationsdate hereof and set forth in Schedule 10.2.1(a) and any refinancing thereof pursuant to the Refinancing Conditions set forth in this Agreement; (b) Subordinated Debt, together with unsecured Debt permitted created hereunder and under Section 10.2.1(i), up to $10,000,000 in the aggregate at any timeother Loan Documents; (c) Permitted Purchase Money DebtSenior Term Loan Debt and any refinancing thereof pursuant to the Refinancing Conditions set forth in this Agreement; (d) existing Borrowed Money Debt under the Senior Secured Note Indenture in the aggregate principal amount not satisfied with to exceed $750,000,000 at any time, and any refinancing thereof pursuant to the initial Loan proceeds and Refinancing Conditions set forth on Schedule 10.2.1in this Agreement; (e) [Reserved]; (f) Intercompany Debt that is in existence when a Person becomes a Subsidiary or that is secured of Borrowers and Subsidiaries to the extent permitted by an asset when acquired by an Obligor or Subsidiary, as Section 10.2.5 so long as such Debt was is subordinated to the Obligations pursuant to a subordination agreement satisfactory to Administrative Agent; (i) Debt of any Obligor or any Subsidiary incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; except by an amount equal to any unpaid accrued interest and premium (including applicable prepayment premium) thereon, plus fees and expenses reasonably incurred in contemplation connection with such refinancing, renewal or extension, and (ii) Debt arising out of sales and lease back transactions; provided that (i) such Debt is incurred prior to or within one hundred and eighty (180) days after such acquisition or the completion of such Person becoming a Subsidiary construction, repair, replacement or such acquisitionimprovement and (ii) the aggregate principal amount of Debt permitted by this Section 10.2.1(f), and does when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 10.2.1(g), shall not exceed $2,500,000 in the aggregate 40,000,000 at any timetime outstanding; (g) Permitted Contingent ObligationsCapital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 10.2.1(f), not in excess of $40,000,000 at any time outstanding; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debtin respect of surety, together with Subordinated Debt permitted under Section 10.2.1(b)stay, up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiarycustoms and appeal bonds, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations bonds or with respect to workers' ’ compensation claims, in each case incurred in the Ordinary Course of Business; (i) Debt incurred by Foreign Subsidiaries in an aggregate principal amount not exceeding $75,000,000 at any time outstanding; (j) Debt of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Debt exists at the time such Persons becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall have occurred and unsecured reimbursement obligations be continuing; (k) Debt in respect of any those Hedging Agreements incurred in the Ordinary Course of Business and consistent with prudent business practice; (l) Debt in respect of netting services, overdraft protections and similar arrangements in connection with Bank Products; (m) Debt consisting of (i) the foregoingfinancing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the Ordinary Course of Business and, in the case of clause (ii), not to exceed $100,000,000 in the aggregate; (n) to the extent Debt constituting Debt, unsecured indemnification obligations or obligations in respect of purchase price adjustmentsor others similar adjustments in connection with acquisitions and dispositions permitted under this Agreement; (o) Debt in respect of letters of credit, earn-outsbank guarantees, non-competition agreements, and bankers’ acceptance or similar instruments issued or created in the Ordinary Course of Business; provided that any such documentary letter of creditor other similar arrangementsinstrument may be secured only by Liens attaching to the related documents of title and not the Inventory represented thereby; (p) Debt representing deferred compensation or equity based compensation to current or former officers, directors, consultants advisors or employees of Obligors, any of their Subsidiaries or any of their respective Affiliates incurred in the Ordinary Course of Business and (ii) Debt consisting of obligations of Obligors or any of their Subsidiaries under deferred compensation or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and arrangements incurred in connection with any Investments or Permitted Acquisition, Distributions in an aggregate outstanding amount for this Section 10.2.1(p) not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent15,000,000; (oq) customer advances Debt issued by Obligors or deposits received for goods any of their Subsidiaries to current and services purchased former officers, directors, consultants, advisors and employees of Obligors, any of their Subsidiaries or any of their respective Affiliates, in lieu of or combined with cash payments to finance the purchase of Equity Interests of Obligors, any of their Subsidiaries or any of their respective Affiliates, in each case, to the extent such purchase is otherwise permitted hereunder and in an aggregate amount not to exceed $5,000,000 in any Fiscal Year; (r) Guarantees of Debt of Borrowers or any of the Subsidiaries; provided such Debt is permitted by another subsection of this Section 10.2.1; (s) Guarantees resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (pt) Indebtedness representing installment any Permitted Specified Refinancing of the PIK Notes in accordance with Section 10.2.8(a); (u) Debt incurred by Borrowers or any Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the Ordinary Course of Business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance premiums (for insurance not or self-insurance, other Debt with respect to exceed 1 year) owing reimbursement-type obligations regarding workers compensation claims and other Debt in respect of bankers’ acceptance, letter of credit, warehouse receipts or similar facilities entered into in the Ordinary Course of Business; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within five (5) Business Days following such drawing or incurrence; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above; and (qw) Other Debt up to of any Obligor or any Subsidiary in an aggregate principal amount not exceeding $1,000,000 in the aggregate 50,000,000 at any timetime outstanding.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, ABL Obligations, Convertible Note Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [ReservedIntentionally Omitted]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset Equipment or Real Estate when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 6,000,000 in the aggregate at any time and provided that such Debt when aggregated with any Permitted Purchase Money Debt does not exceed $12,000,000 at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt of (A) any Obligor owing to any other Obligor, together (B) any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor, (C) any Obligor owing to any Subsidiary that is not an Obligor (so long as such Debt is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent) not to exceed, combined with Subordinated Debt permitted under Section 10.2.1(b)any Investment by an Obligor in any Subsidiary that is not an Obligor pursuant to clause (a) of the definition of “Restricted Investment”, up to $10,000,000 in the aggregate 5,000,000 at any timetime outstanding, or (D) any Subsidiary that is not an Obligor owing to any Obligor so long as such Debt constitutes a Permitted Investment; (j) intercompany Debt permitted under Section 10.2.5(a)unsecured purchase price adjustments and similar obligations incurred by the Obligors in connection with a Permitted Acquisition to the extent such obligations would otherwise constitute Debt; (k) Debt in respect of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, or appeal bonds and similar bonds, statutory obligations or not in connection with respect to workers' compensation claimsBorrowed Money, in each case incurred provided in the Ordinary Course of Business, including those incurred to secure health, safety and unsecured reimbursement environmental obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pl) Indebtedness representing installment Debt consisting of financing of insurance premiums in the Ordinary Course of Business; (for insurance not m) unsecured Debt representing deferred compensation to exceed 1 yearemployees of Obligors (or any direct or indirect parent thereof) owing and the Subsidiaries incurred in the Ordinary Course of Business; (n) Debt arising from honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided, that such Debt is extinguished within five Business Days of its incurrence; (o) ABL Obligations to the extent of the Priority ABL Debt (as defined in the ABL Intercreditor Agreement); (p) Convertible Note Obligations; and (q) Other other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 6,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1[Intentionally Omitted]; (e) [Reserved]Bank Product Debt and Debt pursuant to Hedging Agreements permitted under Section 10.2.15; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does in an aggregate principal amount not to exceed $2,500,000 in the aggregate 150,000,000 at any timetime outstanding; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Existing Senior Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt, not secured by Collateral, incurred or assumed in connection with any acquisition of a Person not constituting a Restricted Investment, and a Person that becomes a direct or indirect Wholly-Owned Subsidiary as a result of any acquisition not constituting a Restricted Investment may remain liable with respect to such Debt permitted under Section 10.2.5(a)existing on the date of such acquisition; provided that Debt owed by a Person that becomes a Subsidiary and remains liable with respect to any Debt (after giving effect to the transaction that caused it to become a Subsidiary) shall be treated as having incurred or assumed such Debt at the time such Person becomes a Subsidiary; provided; further, that the aggregate principal amount of all such Debt incurred or assumed prior to the termination of the Commitments and Full Payment shall not exceed $550,000,000; (k) Debt of any Excluded Subsidiary, Foreign Subsidiaries in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 20,000,000 at any timetime outstanding; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do Debt of Immaterial Subsidiaries in an aggregate principal amount not to exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)$15,000,000 at any time outstanding; (m) Debt incurred pursuant to any intercompany loan permitted under performance bondsSection 10.2.7; provided that, surety bondsto the extent such intercompany loan is made to Borrower or any Guarantor, release, appeal and similar bonds, statutory obligations or with respect such Debt is subordinated to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingObligations on terms acceptable to Agent; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is described on terms and conditions reasonably satisfactory to AgentSchedule 10.2.1; (o) customer advances Debt which may be deemed to exist as a result of the existence of any worker’s compensation claims, self-insurance obligations, guaranties, performance, surety, statutory, appeal, custom bonds or deposits received for goods and services purchased similar obligations incurred in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; (q) Debt incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course; (r) Debt that is not included in any of the other clauses of this Section, is not secured by a Lien and does not amortize or mature prior to 6 months after the Revolver Termination Date, so long as no Default exists or would result therefrom; (s) Debt incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in connection with Permitted Asset Investments or permitted dispositions of any business, asset or Subsidiary of Borrower or any of its Subsidiaries; (t) guaranties in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (u) guaranties by Borrower of Debt or other obligations of a Subsidiary or guaranties by a Subsidiary of Borrower of Debt or other obligations of Borrower or a Subsidiary with respect, in each case, to Debt otherwise (i) permitted to be incurred pursuant to this Section 10.2.1, or other obligations not prohibited hereunder, (ii) subordinated to the Obligations on terms acceptable to Agent, and (iii) that would not constitute a Restricted Investment; and (qv) Other other Debt up in an aggregate principal amount not to exceed $1,000,000 in the aggregate 1,700,000,000 at any timetime outstanding.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up the Second Lien Documents and subject to $10,000,000 in the aggregate at any timeIntercreditor Agreement; (c) Permitted Purchase Money Subordinated Debt; (d) existing Borrowed Permitted Purchase Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Debt (including Capital Lease Obligations); (e) [Reserved]Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (f) Bank Product Debt; (g) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 10,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in among the aggregate at any timeBorrowers and their Restricted Subsidiaries; (j) intercompany Contingent Obligations with respect to any Debt otherwise permitted under this Section 10.2.5(a)10.2.1; (k) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not indemnification obligations to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsPerson, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (l) obligations under Hedging Agreements and Contingent Obligations in respect thereof; (m) Debt in respect of completion guarantees, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business; (n) Debt in respect of sale-leasebacks of Vessels permitted hereunder; (o) Debt incurred in connection with Permitted Sale-Leaseback Transactions and Permitted JV Transactions; (p) Indebtedness representing installment insurance premiums (for insurance Debt in respect of miscellaneous reimbursement obligations relating to loans to employees in an aggregate amount not to exceed 1 year$400,000 at any time, as set forth on Schedule 10.2.1; (q) owing Debt in an aggregate amount not to exceed $4,000,000 in respect of insurance premium financings in the Ordinary Course of Business; and (qr) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien, is not Purchase Money Debt or Capital Lease Obligations, and does not exceed $1,000,000 15,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt and, to the extent approved by Agent, Debt arising under Hedging Agreements; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (g) So long as upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s length transaction with a non-Affiliate: (i) Borrowed Money of any Borrower owing to another Borrower, and (ii) Borrowed Money of any Guarantor owing to another Guarantor. (h) Debt and cash management obligations in respect of netting services, automatic clearinghouse arrangements, overdraft protectors, employee credit card programs and other cash management an similar arrangements, in the Ordinary Course of Business; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business or other cash management services in the Ordinary Course of Business; (j) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Subject to the terms of the Intercreditor Agreement, Debt of any Excluded Subsidiary, Borrower or any Guarantor outstanding at any time under the Senior Secured Notes Documents in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 at any time328,250,000 in the aggregate; (l) Revolving Loan Obligations Debt constituting Capital Leases in an aggregate principal amount not exceeding $30,000,000 at any time outstanding (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed all Capital Leases existing on the Maximum ABL Principal Obligations (as defined in the Intercreditor AgreementClosing Date); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' deferred compensation claims, in each case incurred to employees of Borrowers and Guarantors in the Ordinary Course of Business, and unsecured reimbursement obligations Business in respect of an aggregate amount not to exceed $1,000,000 at any of the foregoingone time outstanding; (n) Subject to the extent constituting Debtaggregate cap on Permitted Acquisitions, unsecured obligations as set forth in respect of purchase price adjustmentsthe definition thereof, earn-outsout obligations, non-competition agreementsworking capital adjustments, purchase price and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition adjustments and incurred indemnification obligations under the agreements entered into in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent;; and (o) customer advances or deposits received for goods Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance does not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 5,000,0000 in the aggregate at any time. For purposes of determining compliance with this Section 10.2.1, in the event that an item of Debt meets the criteria of more than one of the categories of Debt described in clause (a) through (o) above, Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or more of the above clauses.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, ABL Obligations, Second Lien Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Notes; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset Equipment or Real Estate when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 7,200,000 in the aggregate at any time and provided that such Debt when aggregated with any Permitted Purchase Money Debt does not exceed $14,400,000 at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt of (A) any Obligor owing to any other Obligor, together (B) any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor, (C) any Obligor owing to any Subsidiary that is not an Obligor (so long as such Debt is subordinated to the Obligations on terms and conditions reasonably acceptable to Required Noteholders) not to exceed, combined with Subordinated Debt permitted under Section 10.2.1(b)any Investment by an Obligor in any Subsidiary that is not an Obligor pursuant to clause (a) of the definition of “Restricted Investment”, up to $10,000,000 in the aggregate 6,000,000 at any timetime outstanding, or (D) any Subsidiary that is not an Obligor owing to any Obligor so long as such Debt constitutes a Permitted Investment; (j) intercompany Debt permitted under Section 10.2.5(a)unsecured purchase price adjustments and similar obligations incurred by the Obligors in connection with a Permitted Acquisition to the extent such obligations would otherwise constitute Debt; (k) Debt in respect of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, or appeal bonds and similar bonds, statutory obligations or not in connection with respect to workers' compensation claimsBorrowed Money, in each case incurred provided in the Ordinary Course of Business, including those incurred to secure health, safety and unsecured reimbursement environmental obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pl) Indebtedness representing installment Debt consisting of financing of insurance premiums in the Ordinary Course of Business; (for insurance not m) unsecured Debt representing deferred compensation to exceed 1 yearemployees of Obligors (or any direct or indirect parent thereof) owing and the Subsidiaries incurred in the Ordinary Course of Business; (n) Debt arising from honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; andprovided, that such Debt is extinguished within five Business Days of its incurrence; (o) ABL Obligations to the extent of the amount of the Priority Senior Debt (as defined in the Subordination Agreement); (p) Second Lien Obligations; (q) Other Permitted Ratio Debt; and (r) other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 7,200,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except Debt incurred or arising in compliance with the following of this Section 10.2.1 (collectively, "“Permitted Debt"”): (a) the Obligations; (bi) Subordinated Debt, together with unsecured the New Secured Notes Debt permitted under Section 10.2.1(i), up in an aggregate principal amount not to exceed $10,000,000 in the aggregate 150,000,000 at any timeone time outstanding, and (ii) any Permitted Refinancing Debt incurred pursuant to a Permitted Refinancing of the foregoing; (ci) the New Secured Convertible Notes Debt in an aggregate principal amount not to exceed $260,000,000 at any one time outstanding, and (ii) any Permitted Purchase Money DebtRefinancing Debt incurred pursuant to a Permitted Refinancing of the foregoing; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured any New Miner Equipment Lender Debt incurred on the Closing Date; provided, that (x) the aggregate principal amount of such New Miner Equipment Lender Debt shall not at any time exceed $52,946,996.93, and (y) such New Miner Equipment Lender Debt (and any Liens securing the same) shall be subject to the New Miner Equipment Lender Intercreditor Agreement, and (ii) any Debt under any Capital Lease Obligations, any purchase money Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at and any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsother Debt, in each case case, incurred after the Closing Date by any Obligor to finance (and incurred within 270 days of) the acquisition, construction, repair, or improvement of any fixed or capital assets, any Permitted Refinancing Debt incurred pursuant to a Permitted Refinancing of the foregoing; provided, that, (A) as of the time of, and after giving pro forma effect to the incurrence of any such Debt, (I) no Event of Default shall have occurred or shall be continuing, or would result therefrom, (II) Borrower shall be in compliance with the Financial Covenants, and (III) the Fixed Charge Coverage Ratio shall be at least 1.75:1.00, (B) such Debt shall be incurred pursuant to an arm’s length transaction consummated in the Ordinary Course of Business, and unsecured reimbursement obligations (C) such Debt shall either be unsecured, or shall be secured solely by Permitted Purchase Money Liens attaching only the assets acquired, constructed, repaired or improved with the proceeds such Debt; provided that the aggregate principal amount of all Debt that shall be permitted to be incurred or outstanding pursuant to this clause (d) shall not at any time exceed the greater of (x) $250,000,000, and (y) 10% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (any and all Debt incurred in accordance with this clause (d), “Permitted Purchase Money Debt”); (e) Permitted Acquired Debt, and any Permitted Refinancing Debt incurred pursuant to a Permitted Refinancing thereof; (f) [reserved]; (g) Debt in respect of any of the foregoing; (n) to the extent constituting Debtnetting services, unsecured obligations in respect of purchase price adjustmentsautomatic clearinghouse arrangements, earn-outsoverdraft protections, non-competition agreementstreasury, depository, corporate purchasing cards and other credit cards, cash management, and other similar arrangements, or other deferred payments of a similar naturein each case, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (h) Debt incurred by any Obligor to (x) finance any Permitted Acquisition by such Obligor (but not for working capital purposes), so long as the proceeds thereof are actually used for such purposes and such Debt is incurred on or about the date that such Permitted Acquisition is actually consummated, and any Permitted Refinancing Debt incurred pursuant to a Permitted Refinancing of such Debt or (y) finance the purchase of any Equipment by such Obligor; provided, that, (i) in the case of each of the foregoing, as of the time of, and after giving pro forma effect to, the incurrence of any Debt under this clause (h), (x) no Event of Default shall have occurred or shall be continuing or would result therefrom, (y) the Obligors shall be in compliance with the Financial Covenants, and (z) the Fixed Charge Coverage Ratio shall be at least 1.75:1:00, (ii) Debt under this clause (h) shall either be unsecured, or shall be secured solely by Liens attaching only the assets acquired pursuant to any Permitted Acquisition that was financed with the proceeds such Debt, and (iii) the aggregate amount of all Debt that shall be permitted to be incurred or outstanding pursuant to this clause (h) shall not at any time exceed the greater of (A) $90,000,000 and (B) 45% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (Debt incurred and outstanding in accordance with the foregoing clauses, “Permitted Acquisition Debt”); (i) Debt owing by any Obligor to any other Obligor; provided, that any such Debt shall be evidenced by, and subject to, a Global Intercompany Note and Intercompany Subordination Agreement; (j) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (k) Debt owed to any Person providing workers’ compensation, unemployment insurance, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case, incurred in the Ordinary Course of Business; (l) Debt in respect of performance bonds, completion guarantees, bid bonds, appeal bonds, surety bonds and similar obligations, in each case, provided in the Ordinary Course of Business; (i) Debt owed by any Subsidiary of Borrower that is not an Obligor to any Obligor, so long as the aggregate outstanding amount of all such Debt shall not exceed $5,000,000 at any time, and (ii) Debt owed by any Subsidiary of Borrower that is not an Obligor to any other Subsidiary of Borrower that is not an Obligor; provided, that, all Debt under this clause (m) shall be evidenced by a Global Intercompany Note and be permitted under clause (f) of the definition of “Restricted Investment”; (n) Permitted Contingent Obligations comprising Guarantee Obligations of any Obligor with respect to Debt of any other Obligor expressly permitted by this Section 10.2.1 (other than any New Miner Equipment Lender Debt); provided, that, such Guarantee Obligations shall not rank senior to the Guarantees of the Obligations, and, if the Debt being guaranteed is subordinated or pari passu with the Obligations, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Debt being guaranteed; (o) Debt owing by any Obligor to any Subsidiary that is not Obligor, so long as such Debt is (i) unsecured, (ii) evidenced by a Global Intercompany Note, (iii) subordinated to the Obligations on terms satisfactory to the Administrative Agent (at the direction of the Required Lenders) pursuant to the Intercompany Subordination Agreement, and (iv) permitted under clause (f) of the definition of “Restricted Investment”; (p) Indebtedness representing installment insurance premiums unsecured Debt under Swap Obligations incurred or arising pursuant to any Swap Agreement entered into by any Obligor in the Ordinary Course of Business for purposes of hedging the cost of up to 100% of the power required for customary operational needs of the Obligors (as projected in good faith by the Borrower based upon historical usage) and not for insurance not speculative purposes; provided, that, the entry into such Swap Agreement and incurrence of such Swap Obligations shall have been approved by (and such Swap Agreements shall be on terms and conditions, and with counterparties that are acceptable to) (i) the board of directors of the Borrower, and (ii) at least two (2) Class 3 Directors, in the case of (A) any single Swap Obligation or series of related Swap Obligations in excess of $5,000,000 in the aggregate, or (B) any Swap Obligation the incurrence of which would cause the aggregate amount of all Swap Obligations to exceed 1 year$15,000,000; provided, further, that, (i) owing such Debt and Swap Obligations shall not be guaranteed by any Person that is not an Obligor, and (ii) as of the time of, and after giving pro forma effect to, the incurrence of any such Debt or Swap Obligation, (x) no Event of Default shall have occurred or shall be continuing or would result therefrom, (y) the Obligors shall be in compliance with the Financial Covenants, and (z) the Fixed Charge Coverage Ratio shall be at least 1.75:1:00 (any Debt and Swap Obligations incurred in compliance with the foregoing, “Permitted Power Hedge Obligations”); (q) M&M Lien Settlement Debt in an original principal amount of $54,451,925; (r) Debt consisting of take or pay obligations contained in supply arrangements entered into in the Ordinary Course of Business; provided, that the aggregate amount thereof incurred or arising or outstanding at any one time shall not exceed $500,000; (s) guarantees required by Governmental Authorities in the Ordinary Course of Business; (t) Mortgage Takeback Debt in an original principal amount of $1,000,000; (u) endorsements for collection, deposit, or negotiation and warranties of products or services, in each case, incurred or arising in the Ordinary Course of Business; (v) Reinstated Other Secured Debt, and any Permitted Refinancing thereof; provided, that the aggregate amount of Debt under this Section 10.2.1(v) at any time outstanding shall not exceed $21,000,000 (all such Debt, “Permitted Prior Debt”); (w) Debt (other than Debt of the types listed in the foregoing clauses) of any Obligor, so long as the aggregate amount thereof outstanding at any one time shall not exceed $10,000,000; provided, that such Debt shall be unsecured, or shall be secured in accordance with Section 10.2.2(z) on a junior basis to the Obligations on terms reasonably acceptable to the Collateral Agent (at the direction of the Required Lenders), and subject to an Acceptable Intercreditor Agreement; (x) Debt of any Obligor (other than Debt of the types listed in the foregoing clauses), so long as the aggregate amount thereof outstanding at any one time shall not exceed an amount equal to the greater of (i) $10,000,000 and (ii) 5% of Consolidated Adjusted EBITDA for the Test Period most recently ended; provided, that such Debt (i) shall not be in the form of Borrowed Money, and (ii) shall not be secured or guaranteed; (y) to the extent constituting Debt, any obligations in respect of or under the GUC Contingent Payment Obligations, New Warrants and New CVRs; and (qz) Other Debt up in respect of all interest accruing on (including capitalized interest and interest paid in kind), and all reasonable and documented fees and expenses payable in connection with, any other Debt incurred in accordance with any other clause in this Section 10.2.1. For purposes of determining compliance with this Section 10.2.1, if an item of Debt meets the criteria of more than one of the categories of Debt described above, Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Debt (or any portion thereof) and will only be required to $1,000,000 include the amount and type of such Debt in one or more of the aggregate above clauses; provided, that all New Miner Equipment Lender Debt and any related Permitted Refinancing Debt shall be deemed incurred and shall be required to be outstanding at any timeall times pursuant to Section 10.2.1(d).

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Revolver Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt outstanding under the Term Loan Agreement and, to the extent permitted by the Intercreditor Agreement, the extension of maturity, refinancing or modification of the terms of such Term Loan; (i) unsecured DebtDebt of any Obligor to any other Obligor; (j) Debt of any Obligor to any Subsidiary that is not an Obligor, together with Subordinated Debt permitted under Section 10.2.1(b), up not to exceed $10,000,000 5,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in Subsidiary that is not an aggregate outstanding amount, for all Excluded Subsidiaries, Obligor owing to an Obligor (i) which does not to exceed $5,000,000 15,000,000 in the aggregate at any time, or (ii) which is set forth in Schedule 10.2.5; (l) Revolving Loan Obligations Debt of any Person that becomes a Subsidiary after the date hereof in accordance with the terms hereunder, which Debt is existing at the time such Person becomes a Subsidiary (including those arising from Bank Productsprovided that such Debt is not incurred in contemplation of such Person’s becoming a Subsidiary); provided, that (i) long as the scheduled maturity date of such Revolving Loan Obligations do Debt is at least 120 days after the Revolver Termination Date and (ii) at the time of any such incurrence of Debt and after giving effect thereto on a pro forma basis, the aggregate principal amount of Debt that is outstanding in reliance on this clause (n) shall not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)$25,000,000; (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case of any Foreign Subsidiary incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, Business not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 5,000,000 in the aggregate at any time., so long as no Obligor is contractually obligated directly or indirectly to repay, guarantee or secure any portion of such Debt; (n) Debt incurred as part of the consideration for any acquisition permitted hereunder so long as (i) no Default exists or would result from the incurrence of such Debt, (ii) such Debt is subordinated on terms acceptable to Agent and the Required Lenders and (iii) the scheduled maturity date of such Debt is at least 120 days after the Revolver Termination Date;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (dc) existing Borrowed Money (other than the Obligations and Permitted Purchase Money Debt), but only to the extent such Debt is listed on Schedule 10.2.1, outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (d) Bank Product Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (gf) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under the Receivables Securitization Facility; (i) unsecured Debt, together with Subordinated Debt secured by a Lien permitted under Section 10.2.1(b), up 10.2.2(l) hereof to $10,000,000 in the aggregate at any timeextent reasonably satisfactory to the Agent; (j) intercompany Debt permitted under Section 10.2.5(a);Unsecured Contingent Obligations of a Borrower for debts of its Subsidiaries to the extent such incurrence is customary in the conduct of the Borrowers’ business; and (k) Debt of any Excluded Subsidiary, that is not included in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to preceding clauses of this Section, is not secured by a Lien and has a maturity date at least 6 months after the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeRevolver Termination Date.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Revolver Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt outstanding under the Term Loan Agreement and, to the extent permitted by the Intercreditor Agreement, the extension of maturity, refinancing or modification of the terms of such Term Loan; (i) unsecured DebtDebt of any Obligor to any other Obligor; (j) Debt of any Obligor to any Subsidiary that is not an Obligor, together with Subordinated Debt permitted under Section 10.2.1(b), up not to exceed $10,000,000 5,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in Subsidiary that is not an aggregate outstanding amount, for all Excluded Subsidiaries, Obligor owing to an Obligor (i) which does not to exceed $5,000,000 15,000,000 in the aggregate at any time;, or (ii) which is set forth in (l) Revolving Loan Obligations Debt of any Person that becomes a Subsidiary after the date hereof in accordance with the terms hereunder, which Debt is existing at the time such Person becomes a Subsidiary (including those arising from Bank Productsprovided that such Debt is not incurred in contemplation of such Person’s becoming a Subsidiary); provided, that (i) long as the scheduled maturity date of such Revolving Loan Obligations do Debt is at least 120 days after the Revolver Termination Date and (ii) at the time of any such incurrence of Debt and after giving effect thereto on a pro forma basis, the aggregate principal amount of Debt that is outstanding in reliance on this clause (n) shall not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)$25,000,000; (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case of any Foreign Subsidiary incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, Business not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 5,000,000 in the aggregate at any time., so long as no Obligor is contractually obligated directly or indirectly to repay, guarantee or secure any portion of such Debt; (n) Debt incurred as part of the consideration for any acquisition permitted hereunder so long as (i) no Default exists or would result from the incurrence of such Debt, (ii) such Debt is subordinated on terms acceptable to Agent and the Required Lenders and

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business, as long as the aggregate xxxx-to-market obligations under Hedging Agreements do not exceed $1,000,000 at any time; (f) Debt (excluding Debt incurred or assumed in connection with a Permitted Acquisition) that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiaryin accordance herewith, as long as such Debt was not incurred in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured the Term Debt so long as (i) the maximum principal amount does not exceed (x) $100,000,000 at the time of incurrence of such Debt and (y) thereafter, the maximum amount permitted under the Intercreditor Agreement and (ii) such Term Debt is subject to a satisfactory Intercreditor Agreement and Agent has approved in its Permitted Discretion and received true, correct and complete copies of all material Term Debt Documents prior to their effectiveness; (j) intercompany Debt to the extent permitted by Section 10.2.5; (k) Debt in respect of workers’ compensation claims, health, disability, or other employee benefits, property, casualty, liability or self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety, appeal or similar bonds and completion guarantees provided by an Obligor or Restricted Subsidiary in the Ordinary Course of its Business; (l) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time such debt is incurred be required to be made in accordance with Section 10.1.6; (m) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other similar arrangements entered in the Ordinary Course of Business; (n) Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; (o) Contingent Obligations in respect of Debt otherwise permitted under this Section 10.2.1 or in respect of obligations not constituting Debt that are permitted hereunder, in each case, subject, if applicable, to Section 10.2.6; (p) Contingent Obligations of an Obligor in respect of Debt of another Obligor otherwise permitted under this Section 10.2.1 or in respect of other obligations of another Obligor permitted hereunder; (q) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (r) without duplication of any other Debt, together non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with Subordinated respect to Debt permitted hereunder; (s) Debt constituting any indemnification obligation, adjustment of purchase price, earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP or that exists on the balance sheet of such Person on a non-interest bearing basis and is paid within thirty days of the date such obligation becomes a liability on the balance sheet; (t) Debt incurred or assumed in connection with a Permitted Acquisition and does not exceed $2,500,000 in the aggregate at any time, so long as (i) the Fixed Charge Coverage Ratio is not less than 1.00 to 1.00 on a pro forma basis and (ii) no Default or Event of Default exists or would result therefrom; (u) Debt incurred pursuant to any Permitted Sale-Leaseback; (v) accrued FAS 143 asset retirement obligations; (w) Debt under Section 10.2.1(b)any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (x) Debt that is not included in any of the preceding clauses of this Section, up to is not secured by a Lien and does not exceed $10,000,000 in the aggregate at any time; (jy) intercompany existing Debt permitted under Section 10.2.5(a)shown on Schedule 10.2.1; (kz) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; Permitted Ratio Debt; and (laa) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect Guarantees of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with and other Debt (other than the initial Loan proceeds Obligations and set forth Subordinated Debt), but only to the extent identified on Schedule 10.2.1; (e) [Reserved];Secured Bank Product Obligations, together with all other obligations arising in connection with Bank Products entered into in the ordinary course of business, (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (i) unsecured Debt(i) intercompany Debt to the extent permitted by Section 10.2.6, together and (ii) intercompany Debt owed to an Obligor by an Excluded Receivables Subsidiary in connection with Subordinated Debt permitted under Section 10.2.1(b), up a sale of receivables to $10,000,000 in the aggregate at any timesuch Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (j) intercompany Debt permitted under Section 10.2.5(a)in respect of workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of any Excluded Subsidiarytaxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeaccordance with Section 10.1.6; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course consisting of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outsincentive, non-competition agreementscompete, and other similar arrangementsconsulting, deferred compensation, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased arrangements entered in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; and; (n) Debt incurred by Subsidiaries that are not Obligors in an amount not to exceed, at any time outstanding, the greater of (i) $25,000,000 and (ii) measured at the time of incurrence thereof, 10.0% of the portion of Total Assets attributable to all Subsidiaries that are not Obligors (prior to giving effect to any acquisition or Investment made or intended to be made using the proceeds of such Debt), and so long as no Default or Event of Default exists or would result therefrom; (o) [reserved]; (p) Contingent Obligations in respect of Debt otherwise permitted under Section 10.2.1 or in respect of obligations not constituting Debt that are permitted hereunder, in each case, subject, if applicable, to Section 10.2.6; (q) Other Contingent Obligations of the Company and its Subsidiaries incurred in connection with the guaranty of Debt up extended to a Foreign Subsidiary by Bank of America, N.A. or its Affiliates in an amount not to exceed $1,000,000 10,000,000 in the aggregate at any timetime unless otherwise approved by Agent in writing; (r) Contingent Obligations of an Obligor in respect of Debt of another Obligor otherwise permitted under this Section 10.2.1 or in respect of other obligations of another Obligor permitted hereunder; (s) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (t) without duplication of any other Debt, non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to Debt permitted hereunder; (u) Debt constituting any earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP or that exists on the balance sheet of such Person on a non-interest bearing basis and is paid within thirty days of the date such obligation becomes a liability on the balance sheet; (v) Debt incurred by any Excluded Receivables Subsidiary in connection with any Qualified Receivables Transaction provided that the Debt is non-recourse to any Person other than the Excluded Receivables Subsidiary; (w) Debt incurred pursuant to the Term Loan Documents in an aggregate principal amount not to exceed $175,000,000, plus the principal amount of each Incremental Term Loan in an aggregate amount not to exceed the Term Loan Incremental Cap (in each case, plus accrued interest), including any Refinancing Debt thereof, as permitted and in accordance with the terms of the Intercreditor Agreement; (x) Debt incurred or assumed in connection with a Permitted Acquisition, so long as (i) the Fixed Charge Coverage Ratio is not less than 1.00 to 1.00 on a Pro Forma Basis and (ii) no Default or Event of Default exists or would result therefrom; (y) additional Debt in an aggregate principal amount not to exceed $35,000,000; and (z) Permitted Ratio Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Revolver Debt, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Second Lien Debt and Term A Loan Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Bank Product Debt (as defined in the Revolver Agreement); (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ih) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (pi) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (j) financing of insurance premiums premiums; (for insurance k) unsecured Debt in an amount not to exceed 1 year$5,750,000 at any time outstanding; (1) other unsecured Debt of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (m) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Closing Date as long as it is permitted under the Revolver Agreement as in effect on the date hereof; (n) (i) the 2009 Debentures, as long as such Debt is subject to the 2009 Debenture Intercreditor Agreement; provided that, the principal amount of the Debt owing under the 2009 Debentures shall not exceed at any time an amount equal to the principal amount outstanding under the 2009 Debentures as of the date of the consummation of the Exchange Offer, plus any interest thereon that is paid-in-kind in accordance with the Ordinary Course of Businessterms thereof and added to the outstanding principal thereof; (ii) the Revolver Debt, as long as such Debt is subject to the Intercreditor Agreement, and (iii) the Second Lien Debt, as long as such Debt is subject to the Intercreditor Agreement; and (qo) Other Debt up to $1,000,000 in the aggregate at any timeTerm B/C/D/E/F Loan Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured the Term Debt permitted under Section 10.2.1(iso long as the principal amount thereunder does not exceed the Term Loan Maximum Amount (as defined in the Intercreditor Agreement), up subject to $10,000,000 the limitations set forth in the aggregate at any timeIntercreditor Agreement; (c) Permitted Purchase Money DebtDebt and obligations with respect to Capital Leases so long as the aggregate amount outstanding under this clause (c) does not exceed $2,500,000 at any time; (d) existing Borrowed Money listed on Schedule 10.2.1 (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Restatement Date and not satisfied with proceeds of Loans funded on the initial Loan proceeds and set forth on Schedule 10.2.1Restatement Date; (e) [Reserved]Debt with respect to Bank Products incurred in the ordinary course of business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Subordinated Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of the Obligors owing to any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal Subsidiary and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) Subsidiary owing to the extent constituting Debtan Obligor or any other Subsidiary; provided, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of that any such Debt that is owed by a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, Subsidiary that is not an Obligor shall be subject to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeSections 10.2.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt, Capital Leases and Synthetic Debt incurred, to the extent the aggregate principal amount thereof does not exceed $40,000,000 at any time; (d) existing Borrowed Money not satisfied with (other than the initial Loan proceeds Obligations) and other Debt, but only to the extent outstanding on the Closing Date and set forth on Schedule 10.2.1the Closing Date Letter and not satisfied with proceeds of the initial Revolver Loans; (e) [Reserved]Debt with respect to Bank Products, other banking or foreign exchange services incurred in the Ordinary Course of Business or Hedging Agreements permitted hereunder; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset (other than Accounts and Inventory of an Obligor) when acquired by an Obligor or Subsidiarya Obligor, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary an Obligor or such acquisition, and does not exceed $2,500,000 40,000,000 in the aggregate outstanding principal amount at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together Debt with Subordinated Debt permitted under Section 10.2.1(brespect to non-recourse pledge of the Equity Interests of the IP Subsidiaries (so long as Intellectual Property owned by such IP Subsidiaries used by Obligors are subject to the Agent License Agreement), up to $10,000,000 if any, incurred in the aggregate at connection with any timeIP Financing and any refinancings, refundings, renewals, replacements or extensions thereof; (j) intercompany Debt otherwise permitted under Section 10.2.5(a)10.2.5 or Section 10.2.7; (k) Guarantees and other Contingent Obligations of any Obligor in respect of Debt otherwise permitted hereunder or any partnership or joint venture of any Obligor to the extent the Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not such partnership or joint venture is fully attributable to exceed $5,000,000 at any timesuch Obligor; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt in the Intercreditor Agreement); (m) Debt under performance bondsrespect of performance, surety bondsbid, release, appeal and surety bonds and performance and completion guarantees and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (guaranties of operating leases and other operating obligations by Parent or its Subsidiaries to, or for insurance not to exceed 1 year) owing the benefit of, its Subsidiaries in the Ordinary Course of Business; (n) [Reserved]; (o) to the extent constituting Debt, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets or any Investment permitted to be acquired or made hereunder or any Permitted Asset Disposition; (p) Debt representing deferred compensation or similar obligations to officers, directors, employees and managers of Parent and its Subsidiaries incurred in the Ordinary Course of Business and deferred compensation or other similar arrangements with officers, directors, employees and managers in connection with acquisitions of Persons or businesses or divisions permitted hereunder. (q) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the Ordinary Course of Business in respect of workers compensation claims, health, disability or other employee benefits, or property, casualty, liability or other insurance or self-insurance ; (r) Debt arising from bank guaranties, warehouse receipts, insurance or similar instruments in the ordinary course of business; (i) Debt arising from the endorsement of instruments or other payment items for deposit, (ii) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, and (iii) Debt in respect of the credit cards and credit accounts of the Parent or any Subsidiaries in the Ordinary Course of Business; (t) other Debt in an aggregate principal amount at any one time outstanding not to exceed $20,000,000; and (qu) Other other unsecured Debt up to $1,000,000 (i) in the an aggregate principal amount at any timeone time outstanding not to exceed $500,000,000, (ii) pursuant to loan agreements, indentures or other 108 documentation having covenants and other terms with respect to the Obligors that are no more restrictive in any material respect than those in this Agreement, and (iii) with a maturity date after the Revolver Termination Date.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt arising from loans or advances permitted under Section 10.2.1(b)10.2.7; (j) Debt incurred by Borrowers or any Subsidiary arising from agreement for indemnifications or customary adjustments of purchase price or similar obligations in connection with Permitted Acquisitions; (k) Debt under the Existing ARS Facilities; (l) Debt arising under limited-duration overdraft or ACH lines, up copies of the agreements for which have been delivered to Agent, in any amount not to exceed $10,000,000 3,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement);; and (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, that is not included in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debtpreceding clauses of this Section, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, is not secured by a Lien and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, does not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in existing as of the aggregate at any timeClosing Date and Borrowers’ 9.0% Senior Notes due 2012; (c) Permitted Purchase Money DebtBank Product Debt and Debt arising in connection with Cash Management Services provided by financial institutions other than a Lender or its Affiliates; (d) existing Borrowed Money Subordinated Debt in an amount not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1to exceed $25,000,000; (e) [Reserved]accounts payable owing to trade creditors, in each case incurred and paid in the Ordinary Course of Business, unless the same are being Properly Contested; (f) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does Capitalized Lease Obligations (excluding the Brownwood Lease) which do not exceed $2,500,000 in the aggregate $25,000,000 at any timetime outstanding; (g) Permitted Contingent ObligationsRefinancing Debt which has a stated maturity no sooner than 6 months after the Term or any extension of the Term so long as each of the Refinancing Conditions is met; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; for accrued payroll, Taxes and other operating expenses (iother than Borrowed Money) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations as long as payment thereof is not past due or, in the case of Taxes, is being Properly Contested; (i) Permitted Contingent Obligations; (j) Debt in respect of any of the foregoingnetting services, overdraft protections and otherwise in connection with Deposit Accounts; (nk) to the extent constituting Debt, unsecured obligations Debt in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to AgentBrownwood Lease; (ol) customer advances or deposits received for goods and services purchased Debt incurred in the Ordinary Course of Business; (p) Indebtedness representing installment Business solely to support any Borrower or any Subsidiary’s insurance premiums (for or self-insurance not to exceed 1 year) owing obligations in the Ordinary Course of Business; and Business (q) Other Debt up including to $1,000,000 in the aggregate at any time.secure worker’s compensation and other similar insurance coverages);

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"): Debt except: (a) the Obligations; ; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; ; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds Debt of Topco and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt Subsidiaries that is in existence when unsecured or secured only by a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or SubsidiaryPurchase Money Lien, as long as such the aggregate amount does not exceed $8,000,000 at any time; (d) Bank Product Debt was not incurred in contemplation the Ordinary Course of Business; (e) Contingent Obligations (i) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Person becoming Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) as applicable, (i) the Cerberus Term Debt in a Subsidiary maximum principal amount not to exceed $105,000,000 or (ii) the Cerberus Term Loan Refinancing Debt in a maximum principal amount not to exceed $250,000,000, in each case, less any payments resulting in a permanent reduction of such acquisitionTerm Debt, subject to, as to the Cerberus Term Debt, the limitations set forth in the Intercreditor Agreement and does as to the Cerberus Term Loan Refinancing Debt, any relevant intercreditor agreement; (g) Acquired Indebtedness in an amount not to exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; time outstanding, (h) Refinancing Debt arising as long as each Refinancing Condition is satisfied; (i) unsecured Debta direct result of judgments, together with Subordinated Debt permitted under Section 10.2.1(b)orders, up to $10,000,000 in the aggregate at awards or decrees against any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsObligor, in each case incurred in the Ordinary Course not constituting an Event of BusinessDefault, and unsecured reimbursement obligations (j) Debt that is not included in respect of any of the foregoing; preceding clauses of this Section, is not secured by a Lien (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for than a Permitted Acquisition Lien which does not cover Accounts or Inventory) and incurred in connection with any Permitted Acquisition, does not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 8,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"): except: (a) the Obligations; ; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; ; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds Debt of Borrower and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt Subsidiaries that is in existence when unsecured or secured only by a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or SubsidiaryPurchase Money Lien, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and the aggregate amount does not exceed $2,500,000 in the aggregate $ 3,000,0004,000,000 at any time; ; (gd) Permitted Contingent Obligations; (h) Refinancing Bank Product Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect ; (e) Contingent Obligations (i) arising from endorsements of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, Payment Items for collection or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing deposit in the Ordinary Course of Business; and (qii) Other arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Term Debt up in a maximum principal amount not to exceed $1,000,000 105,000,000, less any payments resulting in a permanent reduction of Term Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Acquired Indebtedness in an amount not to exceed $1,000,0002,500,000 in the aggregate at any time outstanding, (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default, and (j) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $2,000,0004,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "“Permitted Debt"”): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' ’ compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (nm) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (on) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (po) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (qp) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (dc) existing Borrowed Money (other than the Obligations and Permitted Purchase Money Debt), but only to the extent such Debt is listed on Schedule 10.2.1, outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (d) Bank Product Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (gf) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under the Receivables Securitization Facility; (i) unsecured Debt, together with Subordinated Debt secured by a Lien permitted under Section 10.2.1(b), up 10.2.2(l) hereof to $10,000,000 in the aggregate at any timeextent reasonably satisfactory to the Agent; (j) intercompany Debt permitted under Section 10.2.5(a)Unsecured Contingent Obligations of a Borrower for debts of its Subsidiaries to the extent such incurrence is customary in the conduct of the Borrowers’ business; (k) Debt that is not included in any of any Excluded Subsidiarythe preceding clauses of this Section, is not secured by a Lien and has a maturity date at least 6 months after the Revolver Termination Date; and (l) letters of credit that are not Letters of Credit hereunder or that are not letters of credit extended under the Receivables Securitization Facility in an aggregate outstanding amount, for all Excluded Subsidiaries, amount not to exceed $5,000,000 50,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timetime outstanding.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the an aggregate amount outstanding at any timetime not in excess of $20,000,000; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with (other than the initial Obligations, Subordinated Debt and Permitted Purchase Money Debt and Term Loan proceeds and Obligations) set forth on Schedule 10.2.1, but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Term Loan Obligations so long as the loans thereunder do not exceed the Term Loan Maximum Amount (as defined in the Intercreditor Agreement), subject to the limitations set forth in the Intercreditor Agreement; (i) Refinancing Debt as long as each Refinancing Condition is satisfied; (ij) unsecured Debtintercompany Debt permitted pursuant to Section 10.2.7(d) hereof; (k) Debt in respect of appeal bonds, together workers’ compensation claims, self- insurance obligations and bankers acceptances, in each case, issued for the account of any Obligor in the Ordinary Course of Business, including guarantees or obligations of any Obligor with respect to Letters of Credit supporting such appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); (l) 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; (m) Subordinated Debt permitted of any Obligor to repurchase Equity Interests from any employee, officer, director or such person’s spouse, estate or estate planning vehicle upon the death, disability or termination of employment of such employee, officer or director, so long as (x) no Default or Event of Default has occurred and is continuing or would occur as a result thereof, and (y) the aggregate amount of Indebtedness outstanding under Section 10.2.1(b), up to this clause (m) does not exceed $10,000,000 1,000,000 in the aggregate at any time; (jn) intercompany Debt consisting of accrued and unpaid management fees permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to AgentManagement Agreements; (o) customer advances Debt consisting of any final judgment rendered against any Obligor that has not been paid, discharged or deposits received for goods and services purchased vacated or had execution thereof stayed pending appeal prior to such final judgment constituting an Event of Default in accordance with Section 11.1(g) hereof; (p) Debt of a Borrower or any of its Subsidiaries consisting of obligations under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions, or any other Investment expressly permitted hereunder incurred under or in respect of deferred compensation plans entered into in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 in the aggregate at any time; and (r) all premium (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (q) above.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):Debt except: (ai) the ObligationsObligations (other than any China Facility incurred as a tranche hereunder); (bii) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any timeSenior Notes; (ciii) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (giv) Permitted Contingent Obligations; (hv) Debt permitted by Section 10.2.12; (vi) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien (unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the Closing Date and listed on Schedule 10.2.3(viii) hereto; (ix) Refinancing Debt as so long as each Refinancing Condition is satisfied; (ix) unsecured Bank Product Debt, together with Subordinated Debt ; provided that any Hedging Agreements are permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time10.2.18; (jxi) intercompany Debt secured by Liens permitted under by Section 10.2.5(a10.2.5(xv); (kxii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such Debt exists at the time of any Excluded Subsidiarysuch Business Acquisition and is not created in contemplation thereof or in connection therewith, in an (y) the aggregate outstanding amount, for all Excluded Subsidiaries, principal amount of Debt permitted by this clause (xii) shall not to exceed $5,000,000 100,000,000 at any timetime outstanding and (z) such Debt is unsecured except for Liens permitted by Section 10.2.5; (lxiii) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory reimbursement obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit has been issued; and unsecured provided further that such letters of credit shall be payable only against sight drafts (and not time drafts); (xiv) reimbursement obligations in respect of any the standby letters of the foregoingcredit listed on Schedule 10.2.3(xiv) hereto; (nxv) to the extent constituting Debt, unsecured obligations Debt in respect of purchase price adjustments, earn-outs, non-competition agreements, the China Facility incurred by Ryerson China Limited and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agentits subsidiaries; (oxvi) customer advances or deposits received for goods guarantees by Parent, the U.S. Borrower and services purchased U.S. Guarantors of Debt in respect of the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of BusinessChina Facility; and (qxvii) Other Debt up in respect of Permitted Receivables Transactions. None of the provisions of this Section 10.2.3 that authorize any Borrower to $1,000,000 in incur any Debt shall be deemed to override, modify or waive any of the aggregate at any timeprovisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

Permitted Debt. CreateThe Borrower will not, incurand will not permit any Subsidiary Guarantor to, guarantee create, assume or suffer to exist incur any Debt, except as follows (the following (collectively, "Permitted Debt"):amounts set forth below are in the aggregate for the Borrower and the Subsidiary Guarantors). (a) Debt to the Agent and the Lenders under this Agreement and to Wachovia under any document or agreement pertaining to any Letter of Credit or the ForEx Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 Persons other than that described in the aggregate at any timeforegoing clause(a) existing on the date of this Agreement under the Indentures and as described in SCHEDULE 5.20A; (c) Permitted Purchase Money DebtDebt consisting of accrued pension fund and other employee benefit plan obligations and liabilities; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Debt consisting of deferred taxes; (e) [Reserved]Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or SubsidiaryPurchase Money Liens permitted hereby, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not to exceed $2,500,000 20,000,000 in the aggregate at any timeone time outstanding; (g) Permitted Contingent Obligationscontingent obligations with respect to letters of credit which have been issued but not drawn upon; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedof Borrower and its Subsidiaries with respect to the VRDB Obligations; (i) unsecured Debt, together Debt of Borrower and its Subsidiaries with Subordinated Debt permitted under Section 10.2.1(b), up respect to $10,000,000 in the aggregate at any timeEuropean Agreements and the European Guaranties; (j) intercompany Debt permitted of Borrower under Section 10.2.5(a)the CIBC Credit Agreement, including the amendment and restatement thereof in compliance with the terms of SECTION 5.11; (k) other Debt of any Excluded Subsidiary, the Borrower in an aggregate outstanding amount, for all Excluded Subsidiaries, amount not to exceed $5,000,000 at any timeone time outstanding; (l) Revolving Loan Obligations (including those arising from Bank Products) long Debt as such Revolving Loan Obligations do not exceed a result of Interest Rate Protection Agreements and ForEx Contracts as the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)same are permitted under SECTION 5.17; (m) Debt under performance bondsarising out of the refinancing, surety bondsextension, releaserenewal or refunding of any Debt permitted by any of the foregoing paragraphs of this SECTION so long as (i) the maturity of such refinanced Debt is not earlier than the maturity of such original Debt, appeal and similar bonds(ii) the interest, statutory obligations or fees and other amounts payable with respect to workers' compensation claimssuch refinanced Debt are no greater than any interest, in each case incurred in fees or other amounts payable with respect to the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingoriginal Debt); (n) to Debt of Borrower and its Subsidiaries arising under the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent;Securitization Documents; and (o) customer advances Debt of Borrower and its Subsidiaries which is subordinated to the Obligations pursuant to documentation in form and substance acceptable to the Agent in its sole discretion; provided, however, that immediately after giving effect to the creation, assumption, existence or deposits received for goods incurrence of any Debt permitted by this SECTION 5.20, no Default or Event of Default shall have occurred and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timebe continuing.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money not satisfied with Debt), but only to the initial Loan proceeds extent outstanding on the Closing Date and set forth on Schedule 10.2.110.2.1 (and not satisfied with the proceeds of the initial Loans); (e) [Reserved]Debt with respect to Bank Products and Debt pursuant to Hedging Agreements permitted under Section 10.2.14; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 250,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt that is not included in any of the preceding clauses of this Section, together with Subordinated Debt permitted under Section 10.2.1(b), up to is not secured by a Lien and does not exceed $10,000,000 250,000 in the aggregate at any time; (j) intercompany Debt of (i) any Obligor to any other Obligor, (ii) any Subsidiary that is not an Obligor to another Subsidiary that is not an Obligor, (iii) any Obligor to a Subsidiary that is not an Obligor in an amount not to exceed $100,000; (iv) any Subsidiary that is not an Obligor to any Obligor, and (v) guaranty obligations of any Obligor in respect of Debt otherwise permitted under Section 10.2.5(a)hereunder of any Obligor provided all such Debt owing by an Obligor is subject to the Intercompany Subordination Agreement; (k) Debt incurred to pay premiums under policies of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeinsurance and related interest due thereunder; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect attributable to workers' compensation claims, in each case credit card “charge-backs” incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment Debt which may be deemed to exist as a result of the existence of any worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance premiums or self-insurance claims, guaranties, or similar obligations incurred in the Ordinary Course of Business; (for insurance not to exceed 1 yearn) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; and (qo) Other Debt up incurred by a Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in connection with Permitted Acquisitions or dispositions of any business, asset or Subsidiary of Borrower or any of its Subsidiaries that are permitted under the Loan Documents. Notwithstanding the foregoing exceptions set forth in this Section 10.2.1, no Borrower shall create, incur, guarantee or suffer to $1,000,000 exist any Debt with respect to Master unless and until Borrower Agent has delivered to Agent (i) a good standing certificate dated after the Closing Date with respect to Master; (ii) a joinder to this Agreement and the other Loan Documents duly executed by Master, and in form and substance acceptable to Agent in its Permitted Discretion; and (iii) such other information, documents, agreement and instruments with respect to Master as Agent may request in its Permitted Discretion, duly executed and delivered, as applicable, including without limitation, reasonably satisfactory legal opinions, perfection certificates, corporate documents and officers’ and public officials’ certifications; organizational documents; and customary evidence of authorization to enter into the aggregate at any timeLoan Documents.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds Debt and Contingent Obligations set forth on Schedule 10.2.110.2.1 to the Disclosure Letter (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Revolver Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 500,000 in the aggregate at any time;; Table of Contents (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt outstanding under the Term Loan Agreement and, together with Subordinated to the extent permitted by the Intercreditor Agreement, the extension of maturity refinancing or modification of the terms of such Term Loan; provided, however that (i) such extension, refinancing or modification is pursuant to terms and conditions that are not less favorable to the Obligors and the Lenders than the terms of the Term Loan Documents being extended, refinanced or modified (ii) after giving effect to such extension, refinancing or modification, the maximum amount of such Debt permitted under Section 10.2.1(b), up is not greater than the Maximum Term Obligations; and (iii) the lenders or lenders party to $10,000,000 in such new term loan credit facility are reasonably acceptable to the aggregate at any timeAgent; (j) intercompany Debt permitted under Section 10.2.5(a)Contingent Obligations in connection with Approved Dealer Financing Agreements; (k) Debt liabilities reflected on the financial statements of any Excluded Subsidiary, in Parent related to the warrant issued by Parent to an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time;Affiliate of the Term Loan Agent; and (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case Other liabilities incurred in the Ordinary Course of Business, Business and unsecured reimbursement obligations in respect of any of reflected on the foregoing; (n) financial statements delivered to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, Agent pursuant to Section 10.1.2 and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to approved by Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 2,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt that is permitted under by Section 10.2.1(b10.2.6(d) or (e), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under that is not included in any of the preceding clauses of this Section 10.2.5(a); that is owing by Foreign Subsidiaries (kother than MHS or its Subsidiaries) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 at any time, as long as (i) Borrower gives Agent at least 10 Business Days prior notice of the Foreign Subsidiary’s entering into a contract or agreement reflecting the Foreign Subsidiary’s obligation to repay such Debt, and (ii) no Default or Event of Default exists or would result therefrom; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (mk) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, that is not included in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debtpreceding clauses of this Section, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreementsis not secured by a Lien, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, does not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate principal amount at any time; and (l) Debt associated with commercial credit card or merchant card services, or services in connection with operating, collections, payroll, trust or other depository or disbursement accounts provided by Persons other than Bank of America or its Affiliates in an amount not to exceed $2,000,000 in principal amount at any time and that is not secured by a Lien other than a Lien described in Section 10.2.2(i).

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) except: the Obligations; (ba) Subordinated Debt, together with unsecured ; (b) Permitted Purchase Money Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any timeand Permitted Capital Leases; (c) Borrowed Money as identified on Schedule 10.2.1(d) (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Bank Product Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor the Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (gf) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Investments that are not Restricted Investments; (i) unsecured Debt, together with Subordinated Debt Hedging Agreements permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time10.2.15; (j) intercompany Debt permitted under Section 10.2.5(ain respect of (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or completion, bid, performance, appeal or surety bonds issued for the account of the Borrower or any Subsidiary, bankers acceptances and other similar obligations not constituting Borrowed Money that are incurred in the ordinary course of business, and (ii) guarantees of, or obligations of the Borrower or any Subsidiary with respect to letters of credit supporting, any obligations described in clause (m); (k) Debt arising from the honoring by a bank or other financial institution of any Excluded Subsidiarya cheque, draft or similar instrument (except in an aggregate outstanding amountthe case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, for all Excluded Subsidiarieshowever, not to exceed $5,000,000 at any timethat such Debt is extinguished within five Business Days of incurrence; (l) Revolving Loan Obligations (including those Debt arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in connection with endorsement of instruments for deposit in the Intercreditor Agreement)ordinary course of business Debt with respect to the deferred purchase price due to the seller for any Permitted Acquisition, provided that such Debt is subordinated to the Obligations on terms reasonably acceptable to Lender; (m) Debt under performance bondsarising from agreements of the Borrower or any Subsidiary providing for indemnification, surety bondsadjustment of purchase price, release, appeal and earn-outs or similar bonds, statutory obligations or with respect to workers' compensation claimsobligations, in each case case, incurred or assumed in connection with the Ordinary Course of Business, and unsecured reimbursement obligations in respect disposition or acquisition of any Subsidiary or any other business or assets, other than guarantees of Debt incurred by any Person acquiring all or any portion of such Subsidiary, business or assets for the foregoingpurpose of financing such acquisition; (n) Debt owing to Parent or any other Borrower under the extent constituting DebtUS Loan Documents, unsecured obligations in respect provided that not more than $6,000,000 of purchase price adjustments, earn-outs, non-competition agreements, such loans may be outstanding at any one time; and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred Unsecured Debt assumed in connection with any Permitted Acquisition, Acquisitions in an aggregate amount not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent200,000 at any time outstanding; (o) customer advances or deposits received for goods Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance does not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 500,000 in the aggregate at any time.

Permitted Debt. CreateEach Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt existing as of the Closing Date set forth on Schedule 10.2.1 and any Refinancing Debt in respect of such Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt and any Refinancing Debt in respect of such Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset (other than any Accounts or Payment Intangibles) when acquired by an Obligor a Loan Party or SubsidiarySubsidiary pursuant to a Permitted Acquisition or other Permitted Investment, as long as (i) such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, (ii) no other Loan Party becomes liable for such Debt, and does (iii) the aggregate principal amount of all such Debt under this clause shall not exceed $2,500,000 in US$7,500,000 (or the aggregate US Dollar Equivalent thereof) at any time; time outstanding (g) Permitted Contingent Obligations; (h) Refinancing Debt not including principal arising as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(aa result of capitalized interest thereon); (ke) Debt arising in connection with the endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, instruments or other Payment Items for all Excluded Subsidiaries, not to exceed $5,000,000 at any timedeposit; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (mf) Debt under consisting of tenders, bids, leases (other than Capital Leases), contracts, performance bondsguarantees, completion guarantees, surety bonds, release, appeal or statutory bonds and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pg) Indebtedness representing installment Debt under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate or foreign currency risks associated with such Loan Party’s or such Subsidiary’s operations and not for speculative purposes; (h) unsecured Debt of any Loan Party or any of its Subsidiaries evidenced by promissory notes issued by such Loan Party or Subsidiary to employees, officers, directors, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, heirs or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan Party or Subsidiary of the Equity Interests of Parent that has been issued to such Persons, so long as (i) on the date of the incurrence of such Debt, and after giving effect thereto, no Event of Default has occurred and is continuing, (ii) the aggregate principal amount of all such Debt outstanding at any one time (not including principal arising as a result of capitalized interest thereon) does not exceed US$7,500,000 (or the US Dollar Equivalent thereof) and (iii) such Debt of a Loan Party is subordinated in right of payment to the Obligations on terms and conditions reasonably acceptable to Agent; (i) Debt arising from loans based on the cash surrender value of life insurance premiums on former employees, provided, that, the aggregate amount of such Debt does not exceed the cash surrender value of the life insurance policies that are the basis for such loans; (for insurance not j) Debt consisting of reimbursement obligations to exceed 1 year) owing the issuers of guarantees of obligations of Belgian Loan Parties and Luxembourg Loan Parties under office leases and contracts with Governmental Authorities arising in the Ordinary Course of Business; (k) Debt arising from contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, earn-outs or similar obligation of any Loan Party or any of its Subsidiaries incurred in connection with the consummation of one or more Permitted Acquisitions or other Permitted Investments or Permitted Asset Dispositions; (l) Debt constituting Permitted Investments; (m) obligations under incentive, non-compete, consulting, deferred compensation, or other similar employment or consulting arrangements incurred in the Ordinary Course of Business; (n) Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the Ordinary Course of Business; (o) Debt owed to any Person providing property, casualty, liability, or other insurance to Parent or any of its Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (p) (i) Debt of any Subsidiary that is not a Loan Party (other than an Excluded Subsidiary); provided, that, (A) the aggregate principal amount of all such Debt shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) at any time outstanding (not including principal arising as a result of capitalized interest thereon), (B) no Loan Party shall have any liability in respect of such Debt and such Person to whom such Debt is owed shall not directly or indirectly have any recourse to any Loan Party or its assets, and (C) such Debt does not arise from Permitted Intercompany Loans and (ii) Debt of an Excluded Subsidiary, provided, that, (A) no Loan Party shall have any liability in respect of such Debt and such Person to whom such Debt is owed shall not directly or indirectly have any recourse to any Loan Party or its assets, and (B) such Debt does not arise from Permitted Intercompany Loans; (q) Subordinated Debt provided, that, the aggregate principal amount of all such Subordinated Debt shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) at any time outstanding (not including principal arising as a result of capitalized interest thereon); (r) Debt arising from Permitted Intercompany Loans; (s) Debt of any Loan Party that is incurred in connection with the consummation of a Permitted Acquisition solely for the purpose of paying the consideration for such Permitted Acquisition and costs, expenses and fees related thereto, so long as (i) the aggregate principal amount of all such Debt outstanding at any time (not including principal arising as a result of capitalized interest thereon) does not exceed US$10,000,000 (or the US Dollar Equivalent thereof), (ii) a Lien on the assets acquired in connection with such Permitted Acquisition is granted to Agent to secure the Obligations (other than Excluded Assets), (iii) if such Debt is secured, the Lien is permitted under Section 10.2.2(l)(iii), (iv) such Debt, if incurred or guaranteed by a Loan Party, does not have a scheduled maturity prior to ninety-one (91) days after the Maturity Date as in effect on the date such Debt is incurred, and (vi) if such Debt is incurred or guaranteed by a Loan Party, the other terms and conditions thereof are reasonably satisfactory to Agent; (t) Debt incurred under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) used for the purpose of Article 2:403 Dutch Civil Code (and any residual liability (overblijvende aansprakelijkheid) under such declaration arising pursuant to Article 2:404(2) Dutch Civil Code) and issued by the Dutch Guarantor in respect of any of its wholly-owned Subsidiaries; (u) Debt incurred under any joint and several liability arising as a result of (the establishment of) a fiscal unity (fiscale eenheid) between two or more Loan Parties incorporated in the Netherlands; (v) other unsecured Debt and obligations in respect of Disqualified Equity Interests in an aggregate principal amount not to exceed $55,000,000 (or the US Dollar Equivalent thereof) at any time outstanding (not including principal arising as a result of capitalized interest thereon), provided, that, (i) as of the date of incurring such Debt and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing and (ii) such Debt shall have a scheduled maturity more than ninety-one (91) days after the Maturity Date as in effect on the date such Debt is incurred; and (qw) Other guarantees by Parent or any of its Subsidiaries in respect of Debt up of another Loan Party or its Subsidiaries, to $1,000,000 in the aggregate at any timeextent that such Parent or Subsidiary would be permitted to make a Permitted Intercompany Loan to the Loan Party or Subsidiary whose Debt is being guaranteed.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt, Term Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Revolver Loans; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (fi) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 5,000,000 in the aggregate at any time, and (ii) Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Permitted Convertible Debt; (j) Debt that is not included in any of the preceding clauses of this Section, together with Subordinated Debt permitted under Section 10.2.1(b), up to is not secured by a Lien and does not exceed $10,000,000 2,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt in respect of any Excluded Subsidiary, Hedging Agreements entered into in an aggregate outstanding amount, the Ordinary Course of Business and not for all Excluded Subsidiaries, not to exceed $5,000,000 at any timespeculative purposes; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed Debt incurred in connection with the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)financing of insurance premiums; (m) Debt under performance bondsowed to any Person providing workers’ compensation, surety bondshealth, releasedisability or other employment benefits or property, appeal and similar bondscasualty or liability insurance, statutory pursuant to reimbursement or indemnification obligations or with respect to workers' compensation claimssuch Person, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations Debt in respect of purchase price adjustmentscompletion bonds, earn-outsperformance bonds, non-competition agreementsbid bonds, appeal bonds and other surety bonds and similar arrangementsobligations and reimbursement obligations under letters of credit securing completion bonds, or other deferred payments of a performance bonds, bid bonds, appeal bonds, surety bonds, operating leases and similar natureobligations, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisitioneach case, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased provided in the Ordinary Course of Business; (po) Indebtedness representing installment insurance premiums (for insurance Debt incurred in connection with cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of Borrower or any Subsidiary, in each case in the Ordinary Course of Business in an amount not to exceed 1 year$2,000,000 in the aggregate; (p) owing Term Debt pursuant to the Intercreditor Agreement; and (q) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations, provided that the aggregate Hedge Termination Value of Secured Hedging Agreement Obligations that constitute Bank Product Debt shall not exceed $[500,000]1,500,000 at any time outstanding; (b) Subordinated the Term Loan Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debtthe Quebec Subordinated Debt in an outstanding amount not to exceed Cdn. $12,100,000 at any time and solely to the extent that such Debt is subject to the Quebec Subordination Agreements; provided that (i) the Quebec Subordinated Debt Documents shall be in form and substance reasonably satisfactory to the Agents and the Required Lenders and (ii) the Quebec Subordinated Debt shall be subject to the Quebec Subordination Agreements; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Intercompany Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary endorsements for collection, deposit or that is secured by an asset when acquired by an Obligor negotiation and warranties of products or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsservices, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (nf) Debt described in Schedule [10.2.1,]10.2.1 on the Ninth Amendment Effective Date and, but not any extensions, renewals or replacements of such Debt except (i) renewals and extensions expressly provided for in the agreements evidencing any such Debt as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Debt if the terms and conditions thereof are not materially less favorable (taken as a whole) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreementsobligor thereon or to the Lenders than the Debt being refinanced or extended, and other similar arrangementsthe average life to maturity thereof is greater than or equal to that of the Debt being refinanced or extended; provided that such Debt permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or refinanced, (B) exceed in a principal amount the Debt being renewed, extended or refinanced, except by an amount equal to a premium on or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition amount paid and fees and expenses reasonably incurred in connection with such renewal, extension or refinancing or (C) be incurred, created or assumed if any Permitted AcquisitionDefault or Event of Default has occurred and is continuing or would result therefrom; (g) Debt incurred in connection with the acquisition, lease or leasing after the Closing Date of any equipment or fixtures by a Loan Party or under any Capital Lease, provided that the aggregate principal amount of such Debt of the Loan Parties shall not to exceed the Dollar Equivalent of $500,000 in the aggregate, so long as 15,000,000 at any one time; (h) [Reserved]; (i) [Reserved]; (j) such other unsecured Debt that is expressly subordinated to the Full Payment of the Obligations on terms and conditions reasonably satisfactory and pursuant to Agenta subordination agreement acceptable to the Agents and the Required Lenders; provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any one time; (ok) customer advances or deposits received for goods and services purchased in unsecured Debt constituting the Ordinary Course of BusinessManagement Debt to the extent subject to the Management Subordination Agreement; (pl) Indebtedness representing installment insurance premiums (for insurance such other Additional Subordinated Debt of the Loan Parties; provided that the aggregate principal amount of such Additional Subordinated Debt of the Loan Parties shall not to exceed 1 year) owing in the Ordinary Course Dollar Equivalent of Business$15,000,000 at any one time; and (qm) Other the Xxxxxxx Debt up to $1,000,000 in of the Loan Parties; provided that the aggregate amount of such Xxxxxxx Debt of the Loan Parties shall not exceed the Dollar Equivalent of $10,600,000 at any one time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt, Senior Obligations and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Secured Bank Product Obligations (as defined in the Bank of America Loan Agreement) incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 275,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Intercompany Debt permitted under by Section 10.2.1(b10.2.7(d); (j) unsecured Debt consisting of earn-outs incurred in connection with a Permitted Acquisition so long as the terms of such earn-outs provide that no payment may be made with respect thereto if a Default or Event of Default has occurred and is continuing or would result therefrom; (k) Debt in respect of Capital Leases; provided, up to however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $10,000,000 5,500,000; (l) Debt (other than on account of earn-outs) that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $3,850,000 in the aggregate at any time; (jm) intercompany subject to the terms of the Intercreditor Agreement, (i) the Bank of America Debt permitted as of the Closing Date, (ii) any additional Bank of America Debt incurred under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations Revolver Commitment (as defined in the Intercreditor Bank of America Loan Agreement) in effect on the Closing Date and (iii) any additional Bank of America Debt incurred under any increase to the Revolver Commitment (as defined in the Bank of America Loan Agreement); , provided that, no Default or Event of Default shall exist at the time of any such increase to the Revolver Commitment (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred as defined in the Ordinary Course Bank of BusinessAmerica Loan Agreement), and unsecured reimbursement obligations or be caused thereby, and, provided, further, that the Borrowers shall be in respect compliance with the Adjusted Leverage Ratio set forth in Section 10.3.1 in effect at such time minus 0.25 as of the date of any such increase, both before and after taking into account the increase to the Revolver Commitment (as defined in the Bank of America Loan Agreement) on a pro forma basis (and assuming a borrowing of the foregoingamount of such increase as of such date); (n) subject to the extent constituting Debtterms of the Intercreditor Agreement, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, Integrated Debt so long as such unsecured Debt is on terms the aggregate principal amount at any one time outstanding does not exceed the sum of (i) Cdn$31,900,000, plus (ii) any interest paid in kind and conditions reasonably satisfactory added to Agent;the principal in accordance with the documents evidencing the Integrated Debt; and (o) customer advances other debt, provided that, no Default or deposits received for goods Event of Default exists at the time of any increase to the committed principal amount or is caused thereby and services purchased the Adjusted Leverage Ratio as of such date, both before and after taking into account the additional financing on a pro forma basis, is no greater than the Adjusted Leverage Ratio set forth in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Section 10.3.1 in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate effect at any timesuch time minus 0.25.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 3,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured DebtDebt of any Obligor owed to any other Obligor, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in and guarantees by any Obligor of the aggregate at obligations of any timeother Obligor; (ji) intercompany unsecured Debt of any Obligor or Non-Obligor Subsidiary arising after the Closing Date owed to any Non-Obligor Subsidiary, so long as the aggregate amount of all such Debt shall not exceed $3,500,000; provided, however, that additional unsecured Debt of any Obligor or Non-Obligor Subsidiary arising after the Closing Date owed to any Non-Obligor Subsidiary shall be permitted under Section 10.2.5(a)so long as (A) Company shall deliver pro forma financial statements which demonstrate, on a pro forma basis (1) the average daily amount of Availability for the 30 day period immediately preceding the incurrence of such additional Debt and (2) Availability on the date of the incurrence of such additional Debt shall, in each case after giving effect to such additional Debt, be at least $25,000,000, (B) before and after giving effect to such additional Debt, no Default or Event of Default shall have occurred and be continuing and (C) the aggregate amount of all such additional Debt incurred pursuant to this proviso shall not exceed $1,500,000 or (ii) guarantees by any Non-Obligor Subsidiary of unsecured Debt of any Obligor; provided, however, that any Debt or guarantee referred to in clause (i) or (ii) above is Subordinated Debt; (k) Debt of relating to normal and customary indemnification claims in connection with any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timePermitted Asset Dispositions; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement);Debt constituting borrowings against life insurance policies owned by Company incurred to pay premiums thereunder; and (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, that is not included in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debtpreceding clauses of this Section, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, is not secured by a Lien and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, does not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 2,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1proceeds; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 15,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated the Convertible Debt permitted under Section 10.2.1(b(2024), up to $10,000,000 in the aggregate at any time; (j) intercompany the Convertible Debt permitted under Section 10.2.5(a(2027); (k) Debt arising in connection with the endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, instruments or other payment items for all Excluded Subsidiaries, not to exceed $5,000,000 at any timedeposit; (l) Revolving Loan Obligations Debt consisting of (i) obligations (including those arising from Bank Productsunsecured guarantees) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined incurred in the Intercreditor Agreement)ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured obligations arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Debt of any Obligor or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Debt; (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with in respect to workers' compensation claimsof the Windsor Mortgage, in each case an aggregate amount not to exceed $8,680,000; (n) the incurrence by any Obligor or its Subsidiaries of Debt under Swap that is incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Obligor’s or such Subsidiary’s operations and not for speculative purposes; (o) Debt incurred in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services; (p) unsecured Debt of any Obligor owing to employees, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with the repurchase or redemption by such Obligor of the Equity Interests of Infinera Corp that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt, (ii) the aggregate principal amount of all Debt Indebtedness outstanding at any Permitted Acquisition, one time does not to exceed $500,000 5,000,000, and (iii) such Debt is subordinated in right of payment to the aggregate, Obligations on terms and conditions reasonably acceptable to Agent, (q) Debt comprising Investments that are not Restricted Investments; (r) unsecured Debt of any Obligor or its Subsidiaries in respect of earn-outs owing to sellers of assets or Equity Interests to such Obligor or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long as such unsecured Debt is on terms and conditions reasonably satisfactory acceptable to Agent, (s) Debt in an aggregate outstanding principal amount not to exceed $10,000,000 at any time outstanding for all Subsidiaries of the Obligors that are Foreign Subsidiaries; provided, that such Debt is not directly or indirectly recourse to any of the Obligors or of their respective assets; (ot) customer advances accrual of interest, accretion or deposits received for goods and services purchased amortization of original issue discount, or the payment of interest in the Ordinary Course of Businesskind, in each case, on Debt that otherwise is permitted pursuant to this Section 10.2.1; (pu) Indebtedness representing installment insurance premiums existing Debt shown on Schedule 10.2.1 to the Disclosure Letter; (for insurance v) Debt arising in connection bank guarantees provided to the Obligors and their Subsidiaries by financial institutions (other than the Lenders), in jurisdictions where Lenders are not able to exceed 1 yearissue such bank guarantees; (w) owing in the Ordinary Course The Outstanding Letters of BusinessCredit; and (qx) Other unsecured Debt up to $1,000,000 15,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated the Surviving Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Bank Product Debt; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Restricted Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (jf) Permitted Contingent Obligations; (g) Refinancing Debt; (h) Debt of Foreign Subsidiaries in an aggregate principal amount not to exceed $35,000,000 at any time outstanding; (i) intercompany Debt permitted (i) owed by a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor to another Restricted Subsidiary of the Company that is not a Subsidiary Guarantor or (ii) owed by any Obligor to another Obligor; (j) Debt under Section 10.2.5(a)Hedging Agreements incurred in the ordinary course of business and not for speculative purposes, and that do not increase the Debt of the obligor thereunder outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (k) Debt incurred in the ordinary course of any Excluded Subsidiarybusiness in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that such Debt does not consist of Borrowed Money and is owed to the financial institutions providing such arrangements and such Debt is extinguished in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeaccordance with customary practices with respect thereto; (l) Revolving Loan Obligations Debt of the Company consisting of (including those x) repurchase obligations with respect to Equity Interests of the Company issued to directors, consultants, managers, officers and employees of the Company and its Restricted Subsidiaries arising from Bank Productsthe death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 10.2.4 and (y) promissory notes issued by the Company to directors, consultants, managers, officers and employees (or their spouses or estates) of the Company and its Restricted Subsidiaries to purchase or redeem Equity Interests of the Company issued to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section 10.2.4; (m) Debt arising out of Permitted Acquisitions and consisting of obligations of the Company or any Restricted Subsidiary under provisions relating to indemnification or adjustment of purchase price with respect thereto based on changes in working capital and earn-outs based on the income generated by the assets acquired in any such Permitted Acquisition after the consummation thereof; (n) Debt consisting of the financing of insurance premiums in the ordinary course of business with the providers of such insurance or their Affiliates; (o) Debt under leases that exists solely as a result of the implementation of the proposed revisions to lease accounting standards by the Financial Accounting Standards Board and the International Accounting Standards Board, as described in the discussion paper “Leases: Preliminary Views” dated March 2009; (p) unsecured Debt so long as (i) no Default or Event of Default exists before or after giving effect to the incurrence thereof, (ii) such Revolving Loan Obligations do Debt has no scheduled amortization or payment of principal prior to the six-month anniversary of the Revolver Termination Date, (iii) the covenants, defaults and Prepayment Provisions of such Debt are, taken as a whole, no more onerous or restrictive in any material respect for any Borrower or Restricted Subsidiary than this Agreement in effect as of the date hereof and (iv) after giving effect to the incurrence thereof and the application of the net proceeds therefrom, on a pro forma basis, the Fixed Charge Coverage Ratio (under and as defined in the Existing Senior Secured Notes Indenture as in effect as of the date hereof) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the incurrence thereof would have been at least 2.0 to 1.0; (q) Debt so long as (i) no Default or Event of Default exists before or after giving effect to the incurrence thereof, (ii) such Debt has no scheduled amortization or payment of principal prior to the six-month anniversary of the Revolver Termination Date, (iii) the covenants, defaults and Prepayment Provisions of such Debt are, taken as a whole, no more onerous or restrictive in any material respect for any Borrower or Restricted Subsidiary than the Existing Senior Secured Notes Indenture as in effect as of the date of this Agreement and (iv) after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom, the Priority Lien Debt Ratio (under and as defined in the Existing Senior Secured Notes Indenture as in effect as of the date hereof) would not exceed 2.75 to 1.0; (r) Debt secured by Liens contractually subordinated to the Maximum ABL Principal Liens securing the Existing Senior Secured Notes and the Liens securing the Obligations so long as (i) no Default or Event of Default exists before or after giving effect to the incurrence thereof, (ii) such Debt has no scheduled amortization or payment of principal prior to the six-month anniversary of the Revolver Termination Date, (iii) the covenants, defaults and Prepayment Provisions of such Debt are, taken as a whole, no more onerous or restrictive in any material respect for any Borrower or Restricted Subsidiary than the Existing Senior Secured Notes Indenture as in effect as of the date of this Agreement, (iv) prior to the incurrence of such Debt, the holders thereof shall have entered into intercreditor documentation described in Section 10.2.2(v) agreeing to have the same rights and obligations as Subordinated Lien Secured Parties (as defined in the Intercreditor Agreement); ) and (mv) after giving pro forma effect to the incurrence of such Debt and the application of the net proceeds therefrom, the Subordinated Lien Debt Ratio (under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred as defined in the Ordinary Course of Business, and unsecured reimbursement obligations Existing Senior Secured Notes Indenture as in respect of any effect as of the foregoing; (ndate hereof) would not exceed 3.25 to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business1.0; and (qs) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 10,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated DebtDebt for trade payables, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, wages and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and accrued expenses incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pc) Indebtedness representing installment insurance premiums Permitted Existing Debt and any extensions, renewals, refundings or replacements of such Debt, provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of, and taken as a whole is on terms no less favorable to Parent or any Restricted Subsidiary, as applicable, than the terms of, such Permitted Existing Debt so extended, renewed, refunded or replaced; (for insurance d) Purchase Money Debt and Debt in connection with sale-leaseback transactions in an aggregate principal amount not to exceed 1 year$100,000,000 at any time outstanding; (e) owing Debt in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 10.1.6; (f) Debt constituting Investments permitted by Section 10.2.4; (g) Debt arising from unsecured intercompany loans permitted by Section 10.2.4(e) and Section 10.2.4(i); (h) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (i) Debt with respect to customary warranties and indemnities made under (i) any agreements for asset sales permitted under Section 10.2.5, or (ii) Contractual Obligations of Parent or any Restricted Subsidiary entered into in the Ordinary Course of its Business; (j) prior to the Australian Borrower Activation Date, (i) Debt of the Australian Subsidiaries with respect to the Australian Credit Facility and letters of credit issued by Citibank N.A. and its Affiliates in an aggregate amount not to exceed $10,000,000 at any time and (ii) Accommodation Obligations with respect to any working capital facility and letters of credit guaranteed pursuant to the Foreign Working Capital Guaranty relating thereto in an aggregate guaranteed amount not to exceed $10,000,000 at any time; (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (l) Debt arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (i) Debt under the Term Loan Agreement in an aggregate principal amount not to exceed $225,000,000 at any time, together with (x) all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt (each as defined in the Term Loan Agreement as in effect on the date hereof) not to exceed the Maximum Increase Amount (as defined in the Term Loan Agreement as in effect on the date hereof) and (y) all Refinancing Term Loans, Refinancing Notes and Extended Loans (each as defined in the Term Loan Agreement as in effect on the date hereof), and (ii) Permitted Refinancings thereof (“Permitted Term Debt”); (n) Debt arising under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Restricted Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (o) Debt of the Bolzoni Entities in an aggregate principal amount not to exceed EUR 75,000,000 at any time; (p) Debt of Foreign Restricted Subsidiaries with respect to Approved Floorplan and Factoring Facilities in an aggregate amount not to exceed $7,500,000 at any one time outstanding, provided that (i) such Debt shall be secured by Liens encumbering only the Inventory financed with the proceeds of such Debt, (ii) none of the Inventory securing such Debt is located in a jurisdiction in which Eligible Inventory is located, (iii) all documentation with respect to such Debt shall be on terms and conditions satisfactory to Agent and (iv) the creditors therefor shall agree in writing to be bound by an Approved Intercreditor Agreement; (q) Debt of any Person existing at the time such Person becomes a Restricted Subsidiary, or assumed at the time any Property is acquired by Parent or any of its Restricted Subsidiaries, in each case, pursuant to a Permitted Acquisition; provided that (i) such Debt was not created or incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such Property, (ii) none of Parent nor its Restricted Subsidiaries (other than (x) any such Person that becomes a Restricted Subsidiary (or any other Person such Person merges with) and such Person’s Restricted Subsidiaries or (y) any such Person that acquires such Property) shall have any liability or other obligation with respect to such Debt except to the extent otherwise permitted hereunder and (iii) the aggregate principal amount of all such assumed Debt shall not exceed $50,000,000 at any time outstanding; (r) Debt incurred by U.S. Domiciled Obligors with respect to any JV Financing Facility in an aggregate amount not to exceed $15,000,000 at any one time outstanding; provided that (i) if secured, such Debt shall be secured by Liens encumbering only the Inventory and related assets that are the subject of such JV Financing Facility, (ii) none of the Inventory securing such Debt shall constitute Eligible Inventory or be included in the U.S. Borrowing Base, (iii) U.S. Borrower Agent shall provide Agent with written notice at the time of each advance of such Debt (which notice shall include detailed information identifying the individual units of Inventory that are the subject of such financing), (iv) the proceeds of each advance shall be paid directly to the U.S. Dominion Account, (v) none of the Accounts resulting from any sale of such Inventory shall constitute Eligible Accounts or be included in the U.S. Borrowing Base, (vi) all material documentation with respect to such Debt shall be on terms and conditions reasonably satisfactory to Agent, and (vii) HYGFS shall agree in writing to be bound by an Approved Intercreditor Agreement; (s) Debt constituting deferred purchase price relating to Investments permitted by Section 10.2.4(h) in an aggregate amount not to exceed $52,000,000 at any time; (t) in addition to Debt permitted by clauses (a) through (s) above, other unsecured Debt (but excluding intercompany loans), so long as each of the following is satisfied: (1) Borrowers are in compliance with Section 10.3 (computed on a pro forma basis for the most recent four fiscal quarter period for which financials are required to be delivered), whether or not a Trigger Period is in effect, (2) no Default or an Event of Default has occurred and is continuing at the time of such incurrence or would result therefrom, and (3) with respect to any Debt incurred in reliance on this clause (t) in a principal amount in excess of $50,000,000, such Debt (x) has a scheduled maturity at least 91 days after the Maturity Date and (y) does not amortize in excess of 1% per annum; (u) Debt of any Restricted Subsidiary of Parent that is not an Obligor in an aggregate principal amount not to exceed $75,000,000 at any time; (v) Permitted Accommodation Obligations; and (qw) Other in addition to Debt up permitted by clauses (a) through (u) above, other Debt (but excluding intercompany loans), in an aggregate principal amount not to exceed $1,000,000 in the aggregate 50,000,000 at any time.time outstanding;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i(and Refinancing Debt in respect thereof), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt[reserved]; (d) existing Borrowed Permitted Purchase Money not satisfied with the initial Loan proceeds Debt (and set forth on Schedule 10.2.1Refinancing Debt in respect thereof); (e) [Reserved]Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans (and Refinancing Debt in respect thereof); (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any timeBank Product Debt; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied[reserved]; (i) unsecured Debt, together with Subordinated Debt under Hedging Obligations permitted under by Section 10.2.1(b), up to $10,000,000 in the aggregate at any time10.2.15; (j) intercompany Debt permitted under by Section 10.2.5(a10.2.7(d); (k) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Excluded SubsidiaryObligor or any Subsidiary in the ordinary course of business, including guarantees or obligations of any Obligor or any Subsidiary with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an aggregate outstanding amount, obligation for all Excluded Subsidiaries, not to exceed $5,000,000 at any timemoney borrowed); (l) Revolving Loan Obligations (including those Debt arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (as defined except in the Intercreditor Agreement)case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or arising in connection with respect to workers' compensation claims, in each case incurred endorsement of instruments for deposit in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations in respect of any of the foregoingbusiness; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent;[reserved]; and (o) customer advances or deposits received for goods Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance does not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timetime (and Refinancing Debt in respect thereof).

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"):Debt other than: (a) the Obligations; (b) Subordinated Debt; (c) Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in as long as the aggregate amount does not exceed $4,000,000 at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pe) Indebtedness representing installment insurance premiums Contingent Obligations (i) arising from endorsements of Payment Items for insurance not to exceed 1 year) owing collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Revolver Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Debt acquired or assumed in connection with Permitted Acquisitions in an amount not to exceed $3,000,000 in the aggregate at any time outstanding; (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default; and (qi) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien (other than Permitted Lien) and does not exceed $1,000,000 4,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee Guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) Debt (other than the Obligations and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date or permitted to be drawn pursuant to commitments existing Borrowed Money not satisfied with on the initial Loan proceeds and set forth Closing Date and, in each case, listed on Schedule 10.2.17.01 to the Disclosure Letter (and other Debt of the Borrower or any Subsidiary existing on the Closing Date in an aggregate principal amount not to exceed $5,000,000); (ei) [Reserved]Hedging Agreements entered into by any Loan Party or Subsidiary and (ii) Debt arising under any Permitted Call Spread Swap Agreement; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor the Borrower or a Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and all such Debt incurred pursuant to this clause (f) does not exceed $2,500,000 50,000,000 in the an aggregate principal amount at any timetime outstanding; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Intercompany Debt of any Loan Party payable to another Loan Party or a Non-Guarantor Subsidiary, provided that, simultaneously with the incurrence of such Debt, the Borrower shall cause (A) all such Intercompany Debt to be unsecured Debtand (B) all such Intercompany Debt of any Loan Party to be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; (ii) Intercompany Debt of any Non-Guarantor Subsidiary payable to any Loan Party, provided, that (A) the aggregate outstanding principal amount of such Debt (exclusive of Debt listed on Schedule 7.01 to the Disclosure Letter, together with Subordinated any refinancing of such Intercompany Debt listed on Schedule 7.01 so long as each Refinancing Condition is satisfied) shall not exceed the greater of (1) $50,000,000 and (2) 5% of Consolidated Tangible Assets and (B) simultaneously with the incurrence of such Debt the Borrower shall cause all such Intercompany Debt to be unsecured; (iii) Intercompany Debt of any Non-Guarantor Subsidiary payable to any other Non-Guarantor Subsidiary; and (iv) Intercompany Debt outstanding on the date hereof and listed on Schedule 7.01 to the Disclosure Letter; provided that all such Intercompany Debt of any Loan Party shall be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; (j) Guarantees in the Ordinary Course of Business of the obligations owed to or of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (i) unsecured Guarantees by a Loan Party of Debt of another Loan Party or Guarantees by a Subsidiary of Debt of the Borrower or a Loan Party with respect, in each case, to Debt otherwise permitted to be incurred pursuant to this Section 7.01, (ii) unsecured Guarantees by a Loan Party of Debt of a Non-Guarantor Subsidiary (A) which Debt of Non-Guarantor Subsidiaries exists on the Closing Date and is listed on Schedule 7.01 to the Disclosure Letter and (B) in an aggregate principal amount not to exceed at any time outstanding $50,000,000 in the case of Debt incurred after the Closing Date, and (iii) Guarantees by any Non-Guarantor Subsidiary of Debt of any other Non-Guarantor Subsidiary permitted to be incurred pursuant to this Section 7.01; (l) Debt with respect to Capital Leases entered into after the Closing Date in an aggregate principal amount not to exceed at any time outstanding $100,000,000 plus any amount permitted by and not utilized pursuant to Section 7.01(c), but in no event shall the aggregate outstanding principal amount of Debt under this Section 7.01(l) and Section 7.01(c) exceed at any time $200,000,000; provided that the sum of the amount of Debt of Foreign Subsidiaries under either such Section guaranteed by a Loan Party and the amount of Debt under Section 10.2.1(b)7.01(k)(ii) shall not exceed $200,000,000; (m) Debt secured solely by the Corporate Head Office Campus in a principal amount not to exceed the greater of (a) $75,000,000 and (b) the fair market value of the Corporate Head Office Campus; (n) Debt of Foreign Subsidiaries in an aggregate principal amount not to exceed at any time outstanding 10% of Consolidated Tangible Assets; (o) reimbursement obligations in respect of letters of credit, up bank guaranties and banker’s acceptances and obligations in respect of performance or return-of-money bonds, surety or appeal bonds or other obligations of a like nature in an aggregate face amount not to exceed $10,000,000 in the aggregate 50,000,000 at any time; (jp) intercompany Debt customary indemnification obligations pursuant to factoring or similar arrangements permitted under Section 10.2.5(a)7.05(e) or Section 7.05(f) hereof; (kq) Debt incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (r) Debt of any Excluded SubsidiaryLoan Party or any Domestic Subsidiary to any Person other than a Loan Party or a Subsidiary that is not included in any of the preceding clauses of this Section, so long as at the time the original principal amount of such Debt is incurred and after giving Pro Forma Effect thereto, the Borrower is in an aggregate outstanding amountPro Forma Compliance with the financial covenants set forth in Section 7.17, for all Excluded Subsidiaries, not to exceed $5,000,000 at and any timeGuarantees by any Loan Party or any Domestic Subsidiary in respect of such Debt; (ls) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Senior Notes and the Guarantees in respect of the Intercreditor Agreement)Senior Notes; (mt) Debt under performance bondsof any Securitization Subsidiary in respect of any Permitted Securitization Facility and any indemnity in respect thereof described in clause (b) of the definition of “Permitted Securitization Facility”; (u) Debt arising as a result of, surety bondsor pursuant to, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred Cash Management Agreements (entered into in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, Debt arising from the honoring by a bank or other deferred payments financial institution of a check, draft or other similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing instrument drawn against insufficient funds in the Ordinary Course of Business; and (qv) Other Debt up of the Borrower or any Subsidiary so long as at the time the original principal amount of such Debt is incurred and after giving Pro Forma Effect thereto, the Consolidated Leverage Ratio would be no greater than 2.50 to $1,000,000 1.00, and any Guarantees by the Borrower or any Subsidiary in the aggregate at any timerespect of such Debt.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with and other Debt (other than the initial Loan proceeds Obligations and set forth Subordinated Debt), but only to the extent identified on Schedule 10.2.1; (e) [Reserved];all obligations arising in connection with Bank Products entered into in the ordinary course of business, (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (hg) Refinancing Debt as long as each Refinancing Condition is satisfied; (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this Agreement; (i) unsecured Debt(i) intercompany Debt to the extent permitted by Section 10.2.6, together and (ii) intercompany Debt owed to an Obligor by an Excluded Receivables Subsidiary in connection with Subordinated Debt permitted under Section 10.2.1(b), up a sale of receivables to $10,000,000 in the aggregate at any timesuch Excluded Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (j) intercompany Debt permitted under Section 10.2.5(a)in respect of workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or Subsidiary in the Ordinary Course of its Business; (k) Debt in respect of any Excluded Subsidiarytaxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timeaccordance with Section 10.1.6; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course consisting of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outsincentive, non-competition agreementscompete, and other similar arrangementsconsulting, deferred compensation, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased arrangements entered in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections or other cash management services in connection with deposit accounts and securities accounts, in each case in the Ordinary Course of Business; and; (n) Debt incurred by Subsidiaries that are not Obligors in an amount not to exceed, at any time outstanding, the greater of (i) $25,000,000 and (ii) measured at the time of incurrence thereof, 10.0% of the portion of Total Assets attributable to all Subsidiaries that are not Obligors (prior to giving effect to any acquisition or Investment made or intended to be made using the proceeds of such Debt), and so long as no Default or Event of Default exists or would result therefrom; (o) [reserved]; (p) Contingent Obligations in respect of Debt otherwise permitted under Section 10.2.1 or in respect of obligations not constituting Debt that are permitted hereunder, in each case, subject, if applicable, to Section 10.2.6; (q) Other Contingent Obligations of the Borrower and its Subsidiaries incurred in connection with the guaranty of Debt up extended to a Foreign Subsidiary by Bank of America, N.A. or its Affiliates in an amount not to exceed $1,000,000 10,000,000 in the aggregate at any timetime unless otherwise approved by Administrative Agent in writing; (r) Contingent Obligations of an Obligor in respect of Debt of another Obligor otherwise permitted under this Section 10.2.1 or in respect of other obligations of another Obligor permitted hereunder; (s) Debt incurred in connection with the financing of insurance premiums in the Ordinary Course of Business; (t) without duplication of any other Debt, non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to Debt permitted hereunder; (u) Debt constituting any earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the balance sheet of such Person in accordance with GAAP or that exists on the balance sheet of such Person on a non-interest bearing basis and is paid within thirty days of the date such obligation becomes a liability on the balance sheet; (v) Debt incurred by any Excluded Receivables Subsidiary in connection with any Qualified Receivables Transaction provided that the Debt is non-recourse to any Person other than the Excluded Receivables Subsidiary; (w) Debt incurred pursuant to the ABL Loan Documents in an aggregate principal amount not to exceed the greater of (i) $65,000,000 (plus accrued interest), including any Refinancing Debt thereof, as permitted and in accordance with the terms of the Intercreditor Agreement and (ii) the Borrowing Base; (x) Debt incurred or assumed in connection with a Permitted Acquisition, so long as (i) the Total Leverage Ratio after giving effect to such Permitted Acquisition is less than or equal to the Effective Date Total Leverage Ratio on a Pro Forma Basis and (ii) no Default or Event of Default exists or would result therefrom; (y) additional Debt in an aggregate principal amount not to exceed $35,000,000; and (z) Permitted Ratio Debt.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (ai) the Obligations; (bii) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in evidenced by the aggregate at any timeNew Senior Secured Note Indenture and the New Senior Secured Notes; (ciii) Permitted Purchase Money DebtSubordinated Debt approved in writing by the Required Lenders; (div) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes accounts payable by such Borrower or a Subsidiary to trade creditors that are not aged more than 90 days from billing date or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in more than 30 days from the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsdue date, in each case incurred in the Ordinary Course of BusinessBusiness and paid within such time period, and unsecured reimbursement obligations in respect of any of unless the foregoingsame are being Properly Contested; (nv) to Permitted Purchase Money Debt and Capitalized Lease Obligations (excluding the extent constituting Debt, unsecured obligations Brownwood Lease) which do not in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to the aggregate exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent12,500,000 at any time outstanding; (ovi) customer advances or deposits received Debt for goods accrued payroll, Taxes and services purchased other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of BusinessBusiness of such Borrower or such Subsidiary, including Debt under any Cash Management Agreement, in each case so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (pvii) Indebtedness representing installment insurance premiums Permitted Contingent Obligations; (for insurance not to exceed 1 yearviii) owing Debt in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts; (ix) Debt in respect of the Brownwood Lease; (x) Debt incurred in the Ordinary Course of Business; andBusiness solely to support any Borrower or any Subsidiary’s insurance or self-insurance obligations in the Ordinary Course of Business (including to secure worker’s compensation and other similar insurance coverages); (qxi) Other Debt up of Essex International Ltd. and Temple Electrical Ltd. under or in connection with that certain Agreement for the Purchase of Debts by and between HSBC Invoice Finance (UK) Ltd. and Essex International Limited as of August 16, 2001 in an amount not to $1,000,000 in the aggregate at any time.exceed 900,000 Pounds Sterling;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured the Revolver Debt permitted under Section 10.2.1(iso long as the principal amount thereunder does not exceed the Maximum ABL Facility Amount (as defined in the Intercreditor Agreement), up subject to $10,000,000 the limitations set forth in the aggregate at any timeIntercreditor Agreement; (c) Permitted Purchase Money DebtDebt and obligations with respect to Capital Leases so long as the aggregate amount outstanding under this clause (c) does not exceed $2,500,000 at any time; (d) existing Borrowed Money listed on Schedule 10.2.1 (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of Loans funded on the initial Loan proceeds and set forth on Schedule 10.2.1Closing Date; (e) [Reserved]Debt with respect to Bank Products incurred in the ordinary course of business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Subordinated Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of the Obligors owing to any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal Subsidiary and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) Subsidiary owing to the extent constituting Debtan Obligor or any other Subsidiary; provided, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of that any such Debt that is owed by a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, Subsidiary that is not an Obligor shall be subject to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeSections 10.2.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Revolver Debt and the Sun Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ig) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (ph) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (i) financing of insurance premiums premiums; (for insurance j) unsecured Debt in an amount not to exceed 1 year) owing in the Ordinary Course of Business; and$5,000,000 at any time outstanding; (qk) Other other unsecured Debt up to of any Domestic Subsidiary which is not an Obligor, provided that, in connection with such Debt, no Obligor has incurred a Contingent Obligation or any direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder; (1) other Debt of any Obligor incurred or assumed in connection with a Permitted Acquisition that is created, incurred or guaranteed after the Closing Date so long as, in each case, (i) Availability after giving pro forma effect thereto exceeds $1,000,000 12,500,000, and (ii) Borrowers’ accounts payable are not being extended in the aggregate at any time.a manner inconsistent with past business practices;

Permitted Debt. Create, incur, assume, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (ai) the Obligations; (bii) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up that is subject at all times to $10,000,000 in subordination pursuant to the aggregate at any timeterms of a Subordination Agreement; (ciii) Permitted Purchase Money Fixed Asset Debt; (div) existing Debt for Money Borrowed Money not satisfied with the initial Loan proceeds and set forth by Borrowers as described on Schedule 10.2.110.2.3; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (gv) Permitted Contingent Obligations; (hvi) Refinancing Debt as long as each Refinancing Condition is satisfiedfrom any Borrower to any other Obligor in connection with the ordinary course operation of the Obligors’ cash management system, to the extent approved by the Court; (ivii) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any timeReserved; (jviii) intercompany unsecured Debt permitted under that is not included in any of the preceding paragraphs of this Section 10.2.5(a)10.2.3; (kix) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded owing solely by Foreign Subsidiaries, not to exceed $5,000,000 at any timeincluding Permitted Foreign Subsidiary Investments; (lx) Revolving Claims against a Borrower in existence on the Petition Date to the extent not incurred in violation of the Pre-Petition Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (mxi) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case (other than Debt for Money Borrowed) incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments Business of a similar natureBorrower during the Chapter 11 Cases, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregateincluding Professional Expenses, so long as such unsecured Debt is on terms not past due and conditions reasonably satisfactory payable (other than as required by the Court) and is not secured by a Lien that is not permitted pursuant to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course Section 10.2.5 of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Businessthis Agreement; and (qxii) Other Refinancing Debt up so long as each of the Refinancing Conditions is met with respect thereto. None of the provisions of this Section 10.2.3 that authorize any Borrower to $1,000,000 in incur any Debt shall be deemed to override, modify or waive any of the aggregate at any timeprovisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) Debt existing on the ObligationsClosing Date and set forth on Schedule 10.2.1 and any Permitted Refinancing Debt incurred to Refinance such Debt (other than intercompany Debt Refinanced with Debt owed to a Person not affiliated with Borrower or any Restricted Subsidiary of Borrower); (b) Subordinated Debt, together with unsecured Debt permitted the Obligations arising under Section 10.2.1(i), up to $10,000,000 in the aggregate at any timeLoan Documents; (c) Permitted Purchase Money DebtDebt of Borrower and the Restricted Subsidiaries pursuant to Secured Bank Product Obligations consisting of Swaps to the extent such Swaps are permitted under Section 10.2.7; (d) existing Borrowed Money Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to Borrower or any Restricted Subsidiary of Borrower, pursuant to reimbursement or indemnification obligations to such Person, in each case, incurred in the ordinary course of business; provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1later than 30 days following such incurrence; (e) [Reserved]unsecured Debt of Borrower or any Subsidiary Guarantor owing to any other Obligor (the “Subordinated Intercompany Debt”), provided, that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than an Obligor, and provided, further, that any such Debt for Borrowed Money shall be subordinated to the Obligations as and to the extent provided in Section 5.10.4; (f) Debt that is in existence when a Person becomes a Subsidiary respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion or that is secured by an asset when acquired by an Obligor or Subsidiaryperformance guarantees and similar obligations, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 each case provided in the aggregate at any timeordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and Debt arising out of advances on exports, advances on imports, advances on trade receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice, in each case, not in connection with Borrowed Money; (g) Permitted Contingent Obligations; Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that (hi) Refinancing such Debt as long as each Refinancing Condition (other than credit or purchase cards) is satisfiedextinguished within five Business Days of its incurrence and (ii) such Debt in respect of credit or purchase cards is extinguished within 60 days from its incurrence; (i) unsecured Debt of a Restricted Subsidiary acquired after the Closing Date or a Person merged into, amalgamated or consolidated with Borrower or any Restricted Subsidiary after the Closing Date and Debt assumed in connection with the acquisition of assets after the Closing Date, which Debt in each case, exists at the time of such acquisition, merger, amalgamation or consolidation and is not created in contemplation of such event and where such acquisition, merger, amalgamation or consolidation is permitted by this Agreement and (ii) any Permitted Refinancing Debt incurred to Refinance such Debt; provided, that (A) the aggregate principal amount of such Debt outstanding at any time (together with Subordinated the aggregate amount of all other Debt outstanding pursuant to this paragraph (h) and paragraph (i) of this Section 10.2.1 and the Remaining Present Value of all outstanding leases permitted under Section 10.2.1(b10.2.3), up shall not exceed the greater of (1) $137,500,000 and (2) 5.5% of Consolidated Total Assets and (B) both immediately before and immediately after giving effect to $10,000,000 in the incurrence of any Debt pursuant to paragraph (h)(i) or (h)(ii) of this Section 10.2.1, the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed 5.75:1.00; (i) Capital Lease Obligations (including any Sale and Lease-Back Transaction that is permitted under Section 10.2.3) and Purchase Money Obligations to the extent that the aggregate total amount of all such Capital Lease Obligations and Purchase Money Obligations outstanding at any timeone time (together with all Debt outstanding pursuant to this paragraph (i) and paragraph (h) of this Section 10.2.1 and the Remaining Present Value of outstanding leases permitted under Section 10.2.3), shall not (i) exceed the greater of (A) $137,500,000 and (B) 5.5% of Consolidated Total Assets and (ii) both immediately before and immediately after giving effect to the incurrence of any Debt pursuant to this paragraph (i), cause the Total Net Leverage Ratio calculated on a Pro Forma Basis to exceed 5.75:1.00; (j) intercompany other secured Debt permitted of Borrower or any Subsidiary Guarantor in an aggregate principal amount at any time outstanding pursuant to this Section 10.2.1(j) not to exceed the greater of (i) $50,000,000 and (ii) 2.0% of Consolidated Total Assets; provided, that (A) both immediately before and immediately after giving effect to the incurrence of any such Debt, the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed 5.75:1.00, (B) the Debt hereunder shall rank at least pari passu in payment with such other Debt, (C) on or prior to the incurrence or creation of such other Debt, the agent and lenders under Section 10.2.5(asuch facility shall have entered into intercreditor and/or subordination agreements on terms and conditions acceptable to Agent and (D) such other Debt shall not provide for a final maturity date, scheduled amortization or any other scheduled prepayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date (provided, that the terms of such Debt may (1) require the payment of interest from time to time and (2) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control, in each case, subject to the applicable intercreditor and/or subordination agreement); (k) Guarantees (i) by Borrower or any Subsidiary Guarantor of any Debt of Borrower or any Subsidiary Guarantor expressly permitted to be incurred under this Agreement, (ii) by Borrower or any Restricted Subsidiary of Debt of any Excluded SubsidiaryRestricted Subsidiary that is not a Subsidiary Guarantor to the extent permitted by Section 10.2.5, in an aggregate outstanding amountand (iii) by any Restricted Subsidiary that is not a Subsidiary Guarantor of Debt of another Restricted Subsidiary that is not a Subsidiary Guarantor; provided, that Guarantees under clause (ii) of this Section 10.2.1(k) and any other Guarantees by Borrower or any Subsidiary Guarantor under this Section 10.2.1(k) of any other Debt of a Person that is subordinated to other Debt of such Person shall be expressly subordinated to the Obligations on terms consistent with those used, or to be used, for all Excluded SubsidiariesSubordinated Intercompany Debt and, not with respect to exceed $5,000,000 at any timeGuarantees under clause (ii) of this Section 10.2.1(k), shall be unsecured; (l) Revolving Loan Obligations (including those Debt arising from Bank Products) long as agreements of Borrower or any Restricted Subsidiary of Borrower providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary permitted under Section 10.2.6, other than Guarantees of Debt incurred by any Person acquiring all or any portion of such Revolving Loan Obligations do not exceed business, assets or a Subsidiary for the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)purpose of financing such acquisition; (m) Debt under performance bondsconsisting of (i) Permitted Junior Debt; provided that, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claimsPermitted Secured Junior Debt, (A) the aggregate principal amount of all Permitted Secured Junior Debt at any time outstanding shall not exceed $850,000,000, (B) to the extent that 2022 Senior Notes are outstanding, the net proceeds of such Debt shall be applied, to the extent necessary, to Redeem the 2022 Senior Notes in each case full on or prior to the 2022 Senior Notes Redemption Date and (C) both immediately before and immediately after giving effect to the incurrence of any such Debt after the Closing Date (other than to the extent constituting Permitted Refinancing Debt), the Total Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 5.75:1.00, (ii) any Permitted Refinancing Debt incurred to Refinance the Debt described in the Ordinary Course of Businessclause (i), and unsecured reimbursement obligations (iii) from the Closing Date until the 2022 Senior Notes Redemption Date, the 2022 Senior Notes only to the extent that from the Closing Date until the 2022 Senior Notes Redemption Date proceeds from Permitted Secured Junior Debt in respect of any of an amount sufficient to Redeem the foregoing2022 Senior Notes in full are on deposit with the 2022 Senior Notes Trustee; (n) Debt assumed in connection with a Permitted Business Acquisition to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agentpermitted under Section 10.2.5(j); (o) customer advances Unsecured Guarantees of Debt of Unrestricted Subsidiaries and other Persons that are not Obligors or deposits received for goods and services purchased in Restricted Subsidiaries to the Ordinary Course of Businessextent that Investments are permitted under Sections 10.2.5(a)(i), 10.2.5(i), 10.2.5(k), 10.2.5(t) or 10.2.5(u); (p) Indebtedness representing installment insurance premiums (for insurance other unsecured Debt not otherwise permitted by this Section 10.2.1 in an aggregate principal amount at any time outstanding not to exceed 1 year$25,000,000; provided that, both immediately before and immediately after giving effect to the incurrence of any such Debt, the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed 5.75:1.00; (q) owing in Debt of Summit Permian incurred pursuant to the Ordinary Course IRB Lease Agreement; provided that the aggregate principal amount of Businesssuch Debt at any time outstanding shall not exceed $500,000,000; and (r) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (q) Other Debt up to $1,000,000 in the aggregate at any timeabove.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"):Debt other than: (ai) the Obligations; (bii) Subordinated Debt; (iii) Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in as long as the aggregate amount does not exceed $16,000,000 at any time; (civ) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pv) Indebtedness representing installment insurance premiums Contingent Obligations (i) arising from endorsements of Payment Items for insurance not to exceed 1 year) owing collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (vi) the Revolver Debt, subject to the limitations set forth in the Intercreditor Agreement; (vii) Debt acquired or assumed in connection with Permitted Acquisitions in an amount not to exceed $3,000,000 in the aggregate at any time outstanding; (viii) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default; and (qix) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien (other than Permitted Lien) and does not exceed $1,000,000 16,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1proceeds; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 15,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated the Convertible Debt permitted under Section 10.2.1(b(2024), up to $10,000,000 in the aggregate at any time; (j) intercompany the Convertible Debt permitted under Section 10.2.5(a(2027); (k) Convertible Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time(2028); (l) Revolving Loan Obligations (including those Debt arising from Bank Products) long as such Revolving Loan Obligations do not exceed in connection with the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)endorsement of instruments or other payment items for deposit; (m) Debt under consisting of (i) obligations (including unsecured guarantees) incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, surety bid bonds, releaseappeal bonds, appeal completion guarantee and similar bonds, statutory obligations; (ii) unsecured obligations or arising with respect to workers' compensation claimscustomary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Debt of any Obligor or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Debt; (n) Debt in respect of the Windsor Mortgage, in each case an aggregate amount not to exceed $8,680,000; (o) the incurrence by any Obligor or its Subsidiaries of Debt under Swap that is incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Obligor’s or such Subsidiary’s operations and not for speculative purposes; (p) Debt incurred in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services; (q) unsecured Debt of any Obligor owing to employees, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with the repurchase or redemption by such Obligor of the Equity Interests of Infinera Corp that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt, (ii) the aggregate principal amount of all Debt Indebtedness outstanding at any Permitted Acquisition, one time does not to exceed $500,000 5,000,000, and (iii) such Debt is subordinated in right of payment to the aggregate, Obligations on terms and conditions reasonably acceptable to Agent, (r) Debt comprising Investments that are not Restricted Investments; (s) unsecured Debt of any Obligor or its Subsidiaries in respect of earn-outs owing to sellers of assets or Equity Interests to such Obligor or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long as such unsecured Debt is on terms and conditions reasonably satisfactory acceptable to Agent, (t) Debt in an aggregate outstanding principal amount not to exceed $10,000,000 at any time outstanding for all Subsidiaries of the Obligors that are Foreign Subsidiaries; provided, that such Debt is not directly or indirectly recourse to any of the Obligors or of their respective assets; (ou) customer advances accrual of interest, accretion or deposits received for goods and services purchased amortization of original issue discount, or the payment of interest in the Ordinary Course of Businesskind, in each case, on Debt that otherwise is permitted pursuant to this Section 10.2.1; (pv) Indebtedness representing installment insurance premiums existing Debt shown on Schedule 10. 2.1 to the Disclosure Letter; (for insurance w) Debt arising in connection bank guarantees provided to the Obligors and their Subsidiaries by financial institutions (other than the Lenders), in jurisdictions where Lenders are not able to exceed 1 yearissue such bank guarantees; (x) owing in the Ordinary Course The Outstanding Letters of BusinessCredit; and (qy) Other unsecured Debt up to $1,000,000 15,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee Guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations and Permitted Purchase Money not satisfied with Debt), but only to the initial Loan proceeds extent outstanding on the Closing Date and set forth listed on Schedule 10.2.17.01 to the Disclosure Letter (and other Debt of the Borrower or any Subsidiary existing on the Closing Date in an aggregate principal amount not to exceed $5,000,000); (ei) [Reserved]Hedging Agreements entered into by any Loan Party or Subsidiary and (ii) Debt arising under any Permitted Call Spread Swap Agreement; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor the Borrower or a Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and all such Debt incurred pursuant to this clause (f) does not exceed $2,500,000 50,000,000 in the an aggregate principal amount at any timetime outstanding; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Intercompany Debt of any Loan Party payable to another Loan Party or a Non-Guarantor Subsidiary, provided that, simultaneously with the incurrence of such Debt, together the Borrower shall cause (A) all such Intercompany Debt to be unsecured and (B) all such Intercompany Debt of any Loan Party to be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; (ii) Intercompany Debt of any Non-Guarantor Subsidiary payable to any Loan Party, provided, that (A) the aggregate outstanding principal amount of such Debt (exclusive of Debt listed on Schedule 7.01 to the Disclosure Letter) shall not exceed the greater of (1) $50,000,000 and (2) 5% of Consolidated Tangible Assets and (B) simultaneously with Subordinated the incurrence of such Debt the Borrower shall cause all such Intercompany Debt to be unsecured, and in the case of Intercompany Debt owed to a Loan Party from a Canadian Subsidiary, subject to a perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties; provided further, that such Intercompany Debt owed by a Canadian Subsidiary to any Loan Party shall be evidenced by a note in form and substance reasonably satisfactory to the Administrative Agent and the payee thereunder shall promptly endorse and deliver the same to the Administrative Agent; (iii) Intercompany Debt of any Non-Guarantor Subsidiary payable to any other Non-Guarantor Subsidiary; and (iv) Intercompany Debt outstanding on the date hereof and listed on Schedule 7.01 to the Disclosure Letter; provided that all such Intercompany Debt of any Loan Party shall be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; (j) Guarantees in the Ordinary Course of Business of the obligations owed to or of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (i) unsecured Guarantees by a Loan Party of Debt of another Loan Party or Guarantees by a Subsidiary of Debt of the Borrower or a Loan Party with respect, in each case, to Debt otherwise permitted to be incurred pursuant to this Section 7.01, (ii) unsecured Guarantees by a Loan Party of Debt of a Non-Guarantor Subsidiary (A) which Debt of Non-Guarantor Subsidiaries exists on the Closing Date and is listed on Schedule 7.01 to the Disclosure Letter and (B) in an aggregate principal amount not to exceed at any time outstanding $50,000,000 in the case of Debt incurred after the Closing Date, and (iii) Guarantees by any Non-Guarantor Subsidiary of Debt of any other Non-Guarantor Subsidiary permitted to be incurred pursuant to this Section 7.01; (l) Debt with respect to Capital Leases entered into after the Closing Date in an aggregate principal amount not to exceed at any time outstanding $100,000,000 plus any amount permitted by and not utilized pursuant to Section 7.01(c), but in no event shall the aggregate outstanding principal amount of Debt under this Section 7.01(l) and Section 7.01(c) exceed at any time $200,000,000; provided that the sum of the amount of Debt of Foreign Subsidiaries under either such Section guaranteed by a Loan Party and the amount of Debt under Section 10.2.1(b)7.01(k)(ii) shall not exceed $200,000,000; (m) Debt secured solely by the Corporate Head Office Campus in a principal amount not to exceed the greater of (a) $75,000,000 and (b) the fair market value of the Corporate Head Office Campus; (n) Debt of Foreign Subsidiaries in an aggregate principal amount not to exceed at any time outstanding 10% of Consolidated Tangible Assets; (o) reimbursement obligations in respect of letters of credit, up bank guaranties and banker’s acceptances and obligations in respect of performance or return-of-money bonds, surety or appeal bonds or other obligations of a like nature in an aggregate face amount not to exceed $10,000,000 in the aggregate 50,000,000 at any time; (jp) intercompany Debt customary indemnification obligations pursuant to factoring or similar arrangements permitted under Section 10.2.5(a)7.05(e) or Section 7.05(f) hereof; (kq) Debt incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (r) Debt of any Excluded SubsidiaryLoan Party or any Domestic Subsidiary to any Person other than a Loan Party or a Subsidiary that is not included in any of the preceding clauses of this Section, so long as after giving Pro Forma Effect thereto, the Borrower is in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any timePro Forma Compliance with the financial covenants set forth in Section 7.17; (ls) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Senior Notes and the Guarantees in respect of the Intercreditor Agreement);Senior Notes; and (mt) Debt under performance bondsarising as a result of, surety bondsor pursuant to, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred Cash Management Agreements (entered into in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, Debt arising from the honoring by a bank or other deferred payments financial institution of a check, draft or other similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased instrument drawn against insufficient funds in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Debt (other than the Obligations, Revolver Debt, Subordinated Debt, Permitted Purchase Money Debt, the 2009 Debentures, the Second Lien Debt and Term A Loan Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds Loans and set forth which is listed on Schedule 10.2.19.2.1; (e) [Reserved]Bank Product Debt (as defined in the Revolver Agreement); (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Permitted Contingent Obligations, provided no Obligor or any Domestic Subsidiary thereof shall incur any Contingent Obligations in respect of the obligations of any Foreign Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (ih) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt endorsement of any Excluded Subsidiary, in an aggregate outstanding amount, negotiable instruments for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and deposit or collection or similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased transactions in the Ordinary Course of Business; (pi) Indebtedness representing installment unsecured intercompany Debt for loans and advances made by any Borrower or wholly owned Subsidiary to (i) a Borrower, (ii) any other Obligor or (iii) if such wholly owned Subsidiary making such loan or advance is not an Obligor, any other wholly owned Subsidiary, provided that such intercompany Debt of any Obligor is subordinated pursuant to Section 13.16; (j) financing of insurance premiums premiums; (for insurance k) unsecured Debt in an amount not to exceed 1 year) owing in the Ordinary Course of Business; and$5,750,000 at any time outstanding; (q1) Other other unsecured Debt up to $1,000,000 of any Domestic Subsidiary which is not an Obligor, provided that, in the aggregate at connection with such Debt, no Obligor has incurred a Contingent Obligation or any time.direct or contingent liability with respect thereto unless such Contingent Obligation is unsecured and is expressly permitted hereunder;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): except: (a) the Obligations; ; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; ; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds Debt of Borrower and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt Subsidiaries that is in existence when unsecured or secured only by a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or SubsidiaryPurchase Money Lien, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and the aggregate amount does not exceed $2,500,000 in the aggregate 3,000,000 at any time; ; (gd) Permitted Contingent Obligations; (h) Refinancing Bank Product Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect ; (e) Contingent Obligations (i) arising from endorsements of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, Payment Items for collection or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing deposit in the Ordinary Course of Business; and (qii) Other Debt up arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Term Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Acquired Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding, (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default, and (j) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $2,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee Guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) subject to clause (i) below, Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt and other Debt, the aggregate outstanding principal balance of which does not exceed $25,000,000 at any time; (d) existing Borrowed Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt) shown on Schedule 10.2.1 and not satisfied with the proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Debt with respect to Bank Products and Debt pursuant to Hedging Agreements permitted under Section 10.2.14; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt (including Subordinated Debt) that is owed by Subsidiaries that are not Obligors to one or more Obligors in an aggregate amount at any time outstanding not to exceed $150,000,000, together with Subordinated Debt which amount excludes, for the avoidance of doubt, Investments permitted under Section 10.2.1(b), up to $10,000,000 in paragraph (n) of the aggregate at any timedefinition of Restricted Investment; (j) intercompany Debt permitted incurred to pay premiums under Section 10.2.5(a)policies of insurance and related interest due thereunder; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time[reserved]; (l) Revolving Loan Obligations (including those arising from Bank Products) long Debt which may be deemed to exist as such Revolving Loan Obligations do not exceed a result of the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bondsexistence of any worker’s compensation, surety bondshealth, releasedisability or other employee benefits or property, appeal and similar bonds, statutory obligations casualty or with respect to workers' compensation liability insurance or self-insurance claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangementsGuarantees, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and obligations incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; and (qn) Other Debt up to $1,000,000 incurred by a Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in the aggregate at connection with Permitted Acquisitions or permitted dispositions of any timebusiness, asset or Subsidiary of Borrower or any of its Subsidiaries.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i(provided that such Subordinated Debt is subordinated to the Obligations on terms reasonably acceptable to Agent), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Debt with respect to (i) Cash Management Services with respect to deposit accounts permitted in accordance with this Agreement, (ii) commercial credit card and merchant card services incurred in the Ordinary Course of Business, and (iii) Bank Products; (f) Debt that is in existence when a Person becomes a Subsidiary pursuant to a transaction permitted under this Agreement or that is secured by an asset when acquired by an Obligor or SubsidiarySubsidiary pursuant to a transaction permitted under this Agreement, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or pursuant to such acquisitiontransaction, and does not exceed $2,500,000 100,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt owing to an Obligor or a Subsidiary to the extent permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time10.2.5; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt in respect of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bid bonds, releaseappeal bonds, appeal and similar bonds, statutory obligations or not in connection with respect to workers' compensation claimsmoney borrowed, in each case incurred provided in the Ordinary Course of Business, including those incurred to secure health, safety and unsecured reimbursement environmental obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pk) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt resulting from a bank or other financial institution honoring a check, draft or similar instrument in the Ordinary Course of Business; and (ql) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $1,000,000 200,000 in the aggregate at any time.

Permitted Debt. CreateAt any time prior to the Second Closing, -------------- create, incur, assume, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied;except: (i) unsecured DebtDebt evidenced by the Notes, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations 2005 Notes (as defined in the Intercreditor AgreementNotes), the 2004 Notes (as defined in the Notes), the 2004 Debentures (as defined in the Notes) and the 2003 Debentures (as defined in the Notes); (mii) subordinated Debt under performance bondsapproved in writing by the Required Lenders; (iii) accounts payable by such Borrower or a Subsidiary to trade creditors, surety bonds, release, appeal accrued expenses and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case other liabilities incurred in the Ordinary Course ordinary course of Business, and unsecured reimbursement obligations in respect of any of the foregoingbusiness; (niv) to Capital Lease Obligations which do not in the extent constituting Debtaggregate exceed $500,000 at any time outstanding; (v) Debt for accrued payroll taxes so long as payment thereof is not past due and payable unless such taxes are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP are maintained on the books of the Borrower or the applicable Subsidiary; (vi) Contingent Obligations not in excess of the sum of (i) an aggregate of $1,402,864.50, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisitionthat certain Letter of Credit dated June 21, not to exceed $500,000 2004 issued by Xxxxxxxx & Xxxxxx Bank in the aggregateamount of $85,864.50 in favor of Cisco Systems, so long as and that certain Letter of Credit dated December 17, 2004 issued by Xxxxxxxx & Ilsley Bank in the amount of $1,317,000 in favor of Contractor Bonding and Insurance Company (the "EXISTING LETTERS OF CREDIT") or any extension or renewal thereof, and (ii) $300,000; provided that upon termination of or permanent reduction in the Existing Letters of Credit, the amount of Contingent Obligations the Borrower may incur shall be reduced to reflect such unsecured Debt is on terms and conditions reasonably satisfactory to Agent;termination or permanent reduction. (ovii) customer advances Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts of the Borrower or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Businessany Subsidiary; and (qviii) Other Debt up to $1,000,000 incurred in the aggregate at ordinary course of business solely to support any timeBorrower or any Subsidiary's insurance or self-insurance obligations in the ordinary course of business (including to secure worker's compensation and other similar insurance coverages). Upon consummation of the Second Closing, without any further action by the Borrower or the Lenders the restrictions set forth in this Section 5.3 shall terminate and be of no further force and effect.

Permitted Debt. Create, The Company will not incur, guarantee or suffer permit to exist or commit to incur any DebtDebt that has not been approved by the Agent in writing in advance, except the following (collectively, "the “Permitted Debt"”): (a) the Loan and the other Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up obligations to $10,000,000 in the aggregate at any timepay Taxes; (c) Permitted Purchase Money Debtliabilities for accounts payable, non-capitalized equipment or operating leases and similar liabilities incurred in the ordinary course of business; (d) existing Borrowed Money not satisfied with the initial Loan proceeds accrued expenses, deferred credits and set forth on Schedule 10.2.1loss contingencies that are properly classified as liabilities under GAAP; (e) [Reserved]Debt incurred in the ordinary course of business to hedge the risk of interest rate fluctuations or any of the Company’s portfolios or pipelines of Mortgage Loans under this Agreement or in respect of other Permitted Debt obligations; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not liabilities for capital leases and similar liabilities incurred in contemplation the ordinary course of such Person becoming a Subsidiary or such acquisitionbusiness, and does not exceed up to an aggregate maximum principal amount of Five Hundred Thousand Dollars ($2,500,000 in the aggregate at any time500,000); (g) Permitted Contingent Obligationsthe debt described on Schedule SD if and to the extent that it is Qualified Subordinated Debt; (h) Refinancing the specific Debt as long as each Refinancing Condition is satisfieddescribed on Schedule 10.6(h); (i) unsecured other Debt of the Company approved in writing by the Required Lenders (no Lender shall have any obligation to approve any such Debt, together with Subordinated Debt permitted under Section 10.2.1(band each may approve or disapprove it in such Lender’s sole and absolute discretion), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a)incurred in connection with the collapsing and repurchasing of securities issued in connection with a securitization of Mortgage Loans the documentation for which specifically contemplates and permits such a repurchasing transaction; (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not Single-purpose Finance Subsidiaries that is Nonrecourse Debt to exceed $5,000,000 at any time;the Company; and (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed Debt secured solely by the Maximum ABL Principal Obligations (as defined residual interests of the Company in the Intercreditor Agreement); (m) Debt income stream to be received under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any timeMortgage Loan securitization program.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Bank Product Debt and, to the extent approved by Agent, Debt arising under Hedging Agreements; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (g) So long as upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s length transaction with a non-Affiliate: (i) Borrowed Money of any Borrower owing to another Borrower, and (ii) Borrowed Money of any Guarantor owing to another Guarantor. (h) Debt and cash management obligations in respect of netting services, automatic clearinghouse arrangements, overdraft protectors, employee credit card programs and other cash management an similar arrangements, in the Ordinary Course of Business; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business or other cash management services in the Ordinary Course of Business; (j) Refinancing Debt as long as each Refinancing Condition is satisfied; (k) Subject to the terms of the Intercreditor Agreement, Debt of any Borrower or any Guarantor outstanding at any time under the Senior Secured Notes Documents in an aggregate principal amount not to exceed $328,250,000 (as such amount shall be reduced on a dollar-for-dollar basis to give effect to the payments described in clause (b)(i) of the definition of Senior Notes Refinancing Condition); (l) Debt constituting Capital Leases in an aggregate principal amount not exceeding $30,000,000 at any time outstanding (including all Capital Leases existing on the Closing Date); (m) Debt with respect to deferred compensation to employees of Borrowers and Guarantors in the Ordinary Course of Business in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (n) Subject to the aggregate cap on Permitted Acquisitions, as set forth in the definition thereof, earnEarn-out obligations, working capital adjustments, purchase price and similar adjustments and indemnification obligations under the agreements entered into in connection with any Permitted Acquisition; so long as: (i) unsecured Debtno payments are made with respect thereto in excess of $5,000,000 per Fiscal Year (the “Cap”); (ii) both immediately before and immediately after giving effect to such payment, together with Subordinated no Event of Default exists and Excess Availability is greater than $10,000,000, and (iii) either (A) both immediately before and immediately after giving effect to such payment, Excess Availability is greater than an amount equal to 25% of the aggregate Revolver Commitments, or (B) on a pro forma basis the Fixed Charge Coverage Ratio, measured on a trailing twelve (12) month basis after giving effect to such payment and recomputed for the most recent month for which financial statements have been delivered to Agent, is greater than 1.0 to 1.0; provided, that, no such payment shall count against the Cap if both immediately before and immediately after giving effect to such payment, Excess Availability is greater than an amount equal to 17.5% of the aggregate Revolver Commitments; (o) Debt permitted under Section 10.2.1(b)that is not included in any of the preceding clauses of this Section, up to is not secured by a Lien and does not exceed $10,000,000 5,000,0000 in the aggregate at any time; (jp) intercompany Subject to the terms of the Intercreditor Agreement, the Senior Notes Refinancing Debt of any Borrower or any Guarantor as long as each Senior Notes Refinancing Condition is satisfied; (q) So long as Parent has not incurred any Debt permitted under Section 10.2.5(a); (k5.2(a)(xvi)(1) of the Guaranty and Security Agreement, and subject to the terms of the Intercreditor Agreement, 2012 Senior Notes Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at Borrower or any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of BusinessGuarantor; and (qr) Other soSo long as between the Seventh Amendment Effective Date and the Kleer Acquisition Payment Date, Parent does not sell or issue any Equity Interests, the Kleer Acquisition Loan; and (s) Subject to the terms of the Intercreditor Agreement, 2013 Senior Notes Debt up to $1,000,000 of any Borrower or any Guarantor. For purposes of determining compliance with this Section 10.2.1, in the aggregate at event that an item of Debt meets the criteria of more than one of the categories of Debt described in clause (a) through (qs) above, Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Debt (or any timeportion thereof) and will only be required to include the amount and type of such Debt in one or more of the above clauses.

Permitted Debt. Create, incur, assume, guarantee or suffer to exist exist, or otherwise become or remain liable with respect to any Debt, except the following (collectively, "Permitted Debt"):Debt other than: (a) the Obligations; (b) Subordinated Debt; (c) Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in as long as the aggregate amount does not exceed $4,000,00016,000,000 at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Bank Product Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pe) Indebtedness representing installment insurance premiums Contingent Obligations (i) arising from endorsements of Payment Items for insurance not to exceed 1 year) owing collection or deposit in the Ordinary Course of Business; (ii) arising from Hedging Agreements permitted hereunder; (iii) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (iv) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (v) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; or (vi) arising under the Loan Documents; (f) the Revolver Debt, subject to the limitations set forth in the Intercreditor Agreement; (g) Debt acquired or assumed in connection with Permitted Acquisitions in an amount not to exceed $3,000,000 in the aggregate at any time outstanding; (h) Debt arising as a direct result of judgments, orders, awards or decrees against any Obligor, in each case not constituting an Event of Default; and (qi) Other Debt up to that is not included in any of the preceding clauses of this Section, is not secured by a Lien (other than Permitted Lien) and does not exceed $1,000,000 4,000,00016,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated DebtDebt for trade payables, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, wages and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and accrued expenses incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pc) Indebtedness representing installment insurance premiums Permitted Existing Debt and any extensions, renewals, refundings or replacements of such Debt, provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of, and taken as a whole is on terms no less favorable to Parent or any Subsidiary, as applicable, than the terms of, such Permitted Existing Debt so extended, renewed, refunded or replaced; (for insurance d) Purchase Money Debt and Debt in connection with sale-leaseback transactions in an aggregate principal amount not to exceed 1 year$100,000,000 at any time outstanding; (e) owing Debt in respect of taxes, assessments, governmental charges and Claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 10.1.6; (f) Debt constituting Investments permitted by Section 10.2.4 or Accommodation Obligations permitted by Section 10.2.8; (g) Debt arising from unsecured intercompany loans (i) from any Obligor to any other Obligor, (ii) from any Subsidiary that is not an Obligor to any Obligor or Pledged Entity, (iii) among Subsidiaries that are not Obligors or Pledged Entities, (iv) among Pledged Entities, or (v) from any Obligor or Pledged Entity to any Subsidiary that is not an Obligor or Pledged Entity not to exceed, when aggregated with Investments permitted under Section 10.2.4(e)(v) and Accommodation Obligations permitted under Section 10.2.8(e)(v) but without duplication, $60,500,000 in principal amount outstanding at any time; provided, that all such loans specified in clauses (i) and (v) (with respect to loans by an Obligor only) shall be evidenced by promissory notes and pledged to Agent; provided, further that no additional loans described in clauses (i) through (v) shall be permitted after the occurrence and during the continuance of an Event of Default; provided, further that clause (v) shall not be utilized for intercompany loans from any Obligor or Pledged Entity to the Bolzoni Entities; (h) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (i) Debt with respect to customary warranties and indemnities made under (i) any agreements for asset sales permitted under Section 10.2.5, or (ii) Contractual Obligations of Parent or any Subsidiary entered into in the Ordinary Course of its Business; (j) prior to the Australian Borrower Activation Date, (i) Debt of the Australian Subsidiaries with respect to the Australian Credit Facility and letters of credit issued by Citibank N.A. and its Affiliates in an aggregate amount not to exceed $10,000,000 at any time and (ii) Accommodation Obligations with respect to any working capital facility and letters of credit guaranteed pursuant to the Foreign Working Capital Guaranty in an aggregate guaranteed amount not to exceed $10,000,000 at any time; (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; andprovided, however, that such Debt is extinguished within five Business Days of its incurrence; (l) Debt arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (m) Debt under one or more term loan agreements in an aggregate principal amount not to exceed at any time $350,000,000, provided that (i) the maturity date of such Debt shall be no earlier than the date that is 180 days after the Maturity Date, (ii) any amortization payments on such Debt shall not exceed ten percent (10%) of the original principal amount of such Debt per year and (iii) if such Debt is secured, the holders of such Debt, or a duly authorized agent on their behalf, shall agree in writing to be bound by an intercreditor agreement containing terms that are satisfactory to Agent, provided, further, that (A) if such Debt is incurred subsequent to the PP&E Component Implementation Date, either (1) such Debt may be secured by a second priority Lien on the Collateral (including the PP&E Collateral) of the U.S. Domiciled Obligors or (2) the U.S. Borrowers may request that Agent release or subordinate its first priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors subject to (I) the delivery of a pro forma Borrowing Base Certificate eliminating the PP&E Collateral from the Borrowing Base and demonstrating that the Investment Condition is satisfied after giving effect thereto, and (II) if such Debt is secured by a second priority Lien on the other Collateral of the U.S. Domiciled Obligors, the Agent shall retain a second priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors and in any event under this clause (A)(2), the PP&E Component shall not be permitted to be included in the Borrowing Base thereafter, and (B) prior to the PP&E Component Implementation Date, such Debt may be secured by (1) a first priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors, (2) a second priority Lien on the other Collateral of the U.S. Domiciled Obligors and (3) if clause (B)(2) applies, the Agent shall be granted a second priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors and the PP&E Component shall not be permitted to be included in the Borrowing Base thereafter (“Permitted Term Debt”); (n) unsecured Debt arising from unsecured intercompany loans borrowed for the use in Parent or any Subsidiary’s business and operations in the People’s Republic of China not to exceed, with Investments permitted under Section 10.2.4(i), $12,000,000 in principal amount outstanding at any time; (o) Debt arising under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (p) Debt of the Bolzoni Entities in an aggregate principal amount not to exceed EUR 50,000,000 at any time which, as of the Closing Date, is scheduled on Schedule 10.2.1(p); (q) Other unsecured Debt up of Foreign Subsidiaries that are not organized in a jurisdiction in which an Obligor under this Agreement is organized in an aggregate amount not to exceed $1,000,000 in the aggregate 10,000,000 outstanding at any time; and (r) in addition to Debt permitted by clauses (a) through (q) above, other unsecured Debt (but excluding intercompany loans), in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that, at least seventy-five percent (75%) of all Debt outstanding under this clause (r) shall have a scheduled maturity at least six (6) months after the Maturity Date; provided, however, that further incurrences of the Debt or other items described in clauses (d), (g), (m) or (r) above shall be prohibited if either (A) a Default or an Event of Default shall have occurred and be continuing at the time of such incurrence or would result therefrom or (B) such Debt is prohibited under the terms of any other Debt of Parent or any Subsidiary.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt, Capital Leases and Synthetic Debt incurred, to the extent the aggregate principal amount thereof does not exceed $75,000,000 at any time; (d) existing Borrowed Money not satisfied with (other than the initial Loan proceeds Obligations) and other Debt, but only to the extent outstanding on the Closing Date and set forth on Schedule 10.2.1the Closing Date Letter and not satisfied with proceeds of any Revolver Loans extended on the Closing Date; (e) [Reserved]Debt with respect to Bank Products, other banking or foreign exchange services incurred in the Ordinary Course of Business or Hedging Agreements permitted hereunder; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset (other than Accounts and Inventory of an Obligor) when acquired by an Obligor or Subsidiarya Obligor, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary an Obligor or such acquisition, and does not exceed $2,500,000 40,000,000 in the aggregate outstanding principal amount at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together Debt with Subordinated Debt permitted under Section 10.2.1(brespect to non-recourse pledge of the Equity Interests of the IP Subsidiaries (so long as Intellectual Property owned by such IP Subsidiaries used by Obligors are subject to the Agent License Agreement), up to $10,000,000 if any, incurred in the aggregate at connection with any timeIP Financing and any refinancings, refundings, renewals, replacements or extensions thereof; (j) intercompany Debt otherwise permitted under Section 10.2.5(a)10.2.5 or Section 10.2.7; (k) Guarantees and other Contingent Obligations of any Obligor in respect of Debt otherwise permitted hereunder or any partnership or joint venture of any Obligor to the extent the Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not such partnership or joint venture is fully attributable to exceed $5,000,000 at any timesuch Obligor; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined Debt in the Intercreditor Agreement); (m) Debt under performance bondsrespect of performance, surety bondsbid, release, appeal and surety bonds and performance and completion guarantees and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pm) Indebtedness representing installment insurance premiums (guaranties of operating leases and other operating obligations by Parent or its Subsidiaries to, or for insurance not to exceed 1 year) owing the benefit of, its Subsidiaries in the Ordinary Course of Business; and; (qn) Other Debt up to $1,000,000 in the aggregate at any time.Permitted Real Estate Debt;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loan proceeds and set forth on Schedule 10.2.1Loans; (e) [Reserved]Debt with respect to Bank Products incurred in the Ordinary Course of Business; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 20,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under of the type contemplated by Section 10.2.1(b10.2.6(d), up provided that such Debt is subordinated to $10,000,000 the Obligations on terms and conditions satisfactory to Agent in the aggregate at any timeits Permitted Discretion; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt representing deferred compensation to employees of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case Obligor incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pk) Indebtedness representing installment Debt consisting of the financing of insurance premiums (for insurance not to exceed 1 year) owing incurred in the Ordinary Course of Business; and (ql) Other Debt up to $1,000,000 in of the aggregate at any time.type and amount contemplated by Section 10.2.3(a)(iv);

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1[Intentionally Omitted]; (e) [Reserved]Bank Product Debt and Debt pursuant to Hedging Agreements permitted under Section 10.2.15; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the an aggregate principal amount at any timetime outstanding not to exceed the greater of (x) $225,000,000 and (y) 6.3% of Consolidated Total Assets; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Existing Senior Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt, not secured by Collateral, incurred or assumed in connection with any acquisition of a Person not constituting a Restricted Investment, and a Person that becomes a direct or indirect Subsidiary as a result of any acquisition not constituting a Restricted Investment may remain liable with respect to such Debt permitted under Section 10.2.5(a)existing on the date of such acquisition; provided that Debt owed by a Person that becomes a Subsidiary and remains liable with respect to any Debt (after giving effect to the transaction that caused it to become a Subsidiary) shall be treated as having incurred or assumed such Debt at the time such Person becomes a Subsidiary; provided; further, that the aggregate principal amount of all such Debt incurred or assumed prior to the termination of the Commitments and Full Payment shall not exceed the greater of (x) $825,000,000 and (y) 22.9% of Consolidated Total Assets; (k) Debt of any Excluded Subsidiary, Foreign Subsidiaries in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 at any timetime outstanding the greater of (x) $30,000,000 and (y) 0.8% of Consolidated Total Assets; (l) Revolving Loan Obligations Debt of Immaterial Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the greater of (including those arising from Bank Productsx) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations $22,500,000 and (as defined in the Intercreditor Agreement)y) 0.6% of Consolidated Total Assets; (m) Debt incurred pursuant to any intercompany loan permitted under performance bondsSection 10.2.7; provided that, surety bondsto the extent such intercompany loan is made to Borrower or any Guarantor, release, appeal and similar bonds, statutory obligations or with respect such Debt is subordinated to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingObligations on terms acceptable to Agent; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is described on terms and conditions reasonably satisfactory to AgentSchedule 10.2.1; (o) customer advances Debt which may be deemed to exist as a result of the existence of any worker’s compensation claims, self-insurance obligations, guaranties, performance, surety, statutory, appeal, custom bonds or deposits received for goods and services purchased similar obligations incurred in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; (q) Debt incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course; (r) Debt that is not included in any of the other clauses of this Section, is not secured by a Lien and does not amortize or mature prior to 6 months after the Revolver Termination Date, so long as no Default exists or would result therefrom; (s) Debt incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in connection with Permitted Asset Investments or permitted dispositions of any business, asset or Subsidiary of Borrower or any of its Subsidiaries; (t) guaranties in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (u) guaranties by Borrower of Debt or other obligations of a Subsidiary or guaranties by a Subsidiary of Borrower of Debt or other obligations of Borrower or a Subsidiary with respect, in each case, to Debt otherwise (i) permitted to be incurred pursuant to this Section 10.2.1, or other obligations not prohibited hereunder, (ii) subordinated to the Obligations on terms acceptable to Agent, and (iii) that would not constitute a Restricted Investment; and (qv) Other other Debt up in an aggregate principal amount not to $1,000,000 in the aggregate exceed at any timetime outstanding the greater of (x) $2,000,000,000 and (y) 55.0% of Consolidated Total Assets.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated DebtDebt for trade payables, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, wages and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and accrued expenses incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (pc) Indebtedness representing installment insurance premiums Permitted Existing Debt and any extensions, renewals, refundings or replacements of such Debt, provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of, and taken as a whole is on terms no less favorable to Parent or any Subsidiary, as applicable, than the terms of, such Permitted Existing Debt so extended, renewed, refunded or replaced; (for insurance d) Purchase Money Debt and Debt in connection with sale-leaseback transactions in an aggregate principal amount not to exceed 1 year$100,000,000 at any time outstanding; (e) owing Debt in respect of taxes, assessments, governmental charges and Claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 10.1.6; (f) Debt constituting Investments permitted by Section 10.2.4 or Accommodation Obligations permitted by Section 10.2.8; (g) Debt arising from unsecured intercompany loans (%3) from any Obligor to any other Obligor, (%3) from any Subsidiary that is not an Obligor to any Obligor or Pledged Entity, (%3) among Subsidiaries that are not Obligors or Pledged Entities, (%3) among Pledged Entities, or (%3) from any Obligor or Pledged Entity to any Subsidiary that is not an Obligor or Pledged Entity not to exceed, when aggregated with Investments permitted under Section 10.2.4(e)(v) and Accommodation Obligations permitted under Section 10.2.8(e)(v) but without duplication, $60,500,000 in principal amount outstanding at any time; provided, that all such loans specified in clauses (i) and (v) (with respect to loans by an Obligor only) shall be evidenced by promissory notes and pledged to Agent; provided, further that no additional loans described in clauses (i) through (v) shall be permitted after the occurrence and during the continuance of an Event of Default; (h) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (i) Debt with respect to customary warranties and indemnities made under (i) any agreements for asset sales permitted under Section 10.2.5, or (ii) Contractual Obligations of Parent or any Subsidiary entered into in the Ordinary Course of its Business; (j) prior to the Australian Borrower Activation Date, (i) Debt of the Australian Subsidiaries with respect to the Australian Credit Facility and letters of credit issued by Citibank N.A. and its Affiliates in an aggregate amount not to exceed $10,000,000 at any time and (ii) Accommodation Obligations with respect to any working capital facility and letters of credit guaranteed pursuant to the Foreign Working Capital Guaranty in an aggregate guaranteed amount not to exceed $10,000,000 at any time; (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided, however, that such Debt is extinguished within five Business Days of its incurrence; (l) Debt arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (m) Debt under one or more term loan agreements in an aggregate principal amount not to exceed at any time $225,000,000, provided that (i) the maturity date of such Debt shall be no earlier than the date that is 180 days after the Maturity Date, (ii) any amortization payments on such Debt shall not exceed ten percent (10%) of the original principal amount of such Debt per year and (iii) if such Debt is secured, the holders of such Debt, or a duly authorized agent on their behalf, shall agree in writing to be bound by an intercreditor agreement containing terms that are satisfactory to Agent, provided, further, that (A) if such Debt is incurred subsequent to the PP&E Component Implementation Date, such Debt may only be secured by a second priority Lien on the Collateral (including the PP&E Collateral) of the U.S. Domiciled Obligors and (B) prior to the PP&E Component Implementation Date, such Debt may be secured by (1) a first priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors, (2) a second priority Lien on the other Collateral of the U.S. Domiciled Obligors and (3) if clause (B)(2) applies, the Agent shall be granted a second priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors and the PP&E Component shall not be permitted to be included in the Borrowing Base thereafter (“Permitted Term Debt”); (n) unsecured Debt arising from unsecured intercompany loans borrowed for the use in Parent or any Subsidiary’s business and operations in the People’s Republic of China not to exceed, with Investments permitted under Section 10.2.4(i), $12,000,000 in principal amount outstanding at any time; (o) Debt arising under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; and (qp) Other in addition to Debt up permitted by clauses (a) through (o) above, other unsecured Debt (but excluding intercompany loans), in an aggregate principal amount not to exceed $1,000,000 in the aggregate 100,000,000 at any timetime outstanding; provided that, at least seventy-five percent (75%) of all Debt outstanding under this clause (p) shall have a scheduled maturity at least six (6) months after the Maturity Date; provided, however, that further incurrences of the Debt or other items described in clauses (d), (g), (m) or (p) above shall be prohibited if either (A) a Default or an Event of Default shall have occurred and be continuing at the time of such incurrence or would result therefrom or (B) such Debt is prohibited under the terms of any other Debt of Parent or any Subsidiary.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1Intentionally Omitted; (e) [Reserved]Bank Product Debt and Debt pursuant to Hedging Agreements permitted under Section 10.2.15; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 100,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Existing Senior Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany unsecured Debt permitted under Section 10.2.5(a)incurred or assumed in connection with any acquisition of a Person not constituting a Restricted Investment, and a Person that becomes a direct or indirect wholly-owned Subsidiary as a result of any acquisition not constituting a Restricted Investment may remain liable with respect to unsecured Debt existing on the date of such acquisition; provided that the amount of all such Indebtedness incurred or assumed in any Fiscal Year shall not exceed $75,000,000, it being understood that Debt owed by a Person that becomes a Subsidiary and remains liable with respect to any Debt (after giving effect to the transaction that caused it to become a Subsidiary) shall be treated as having incurred or assumed such Debt at the time such Person becomes a Subsidiary; provided; further, that the aggregate amount of all such Debt incurred or assumed prior to the termination of the Commitments and Full Payment shall not exceed $150,000,000; (k) Debt of any Excluded Subsidiary, Foreign Subsidiaries in an aggregate outstanding amount, for all Excluded Subsidiaries, principal amount not to exceed $5,000,000 10,000,000 at any timetime outstanding; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do Debt of Immaterial Subsidiaries in an aggregate principal amount not to exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement)$15,000,000 at any time outstanding; (m) Debt incurred pursuant to any intercompany Loan permitted under performance bondsSection 10.2.7; provided that, surety bondsto the extent such intercompany Loan is made to Borrower or any Guarantor, release, appeal and similar bonds, statutory obligations or with respect such Debt is subordinated to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoingObligations on terms acceptable to Agent; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is described on terms and conditions reasonably satisfactory to AgentSchedule 10.2.1; (o) customer advances Debt which may be deemed to exist as a result of the existence of any worker’s compensation claims, self-insurance obligations, guaranties, performance, surety, statutory, appeal, custom bonds or deposits received for goods and services purchased similar obligations incurred in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; (q) Debt incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course; (r) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not amortize or mature prior to 6 months after the Revolver Termination Date, so long as no Default exists or would result therefrom; (s) Debt incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in connection with Permitted Asset Investments or permitted dispositions of any business, asset or Subsidiary of Borrower or any of its Subsidiaries. (t) guaranties in the Ordinary Course of Business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (u) guaranties by Borrower of Debt or other obligations of a Subsidiary or guaranties by a Subsidiary of Borrower of Debt or other obligations of Borrower or a Subsidiary with respect, in each case, to Debt otherwise (i) permitted to be incurred pursuant to this Section 10.2.1, or other obligations not prohibited hereunder, (ii) subordinated to the Obligations on terms acceptable to Agent, and (iii) that would not constitute a Restricted Investment; and (qv) Other other Debt up which, together with the outstanding Existing Senior Debt permitted under Section 10.2.1(i) herein and any Refinancing Debt permitted under Section 10.2.1(h) that is incurred to refinance the Existing Senior Debt, shall not exceed an amount equal to the sum of the principal amount outstanding on the Existing Senior Debt on the Closing Date plus $1,000,000 250,000,000 in the aggregate at any time.

Permitted Debt. Create, incur, guarantee or suffer permit to exist any Debt, except the following (collectively, "Permitted Debt"):except: (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted incurred under Section 10.2.1(i), up the ABL Agreement in an aggregate amount not to exceed the greater of (i) $10,000,000 in 75,000,000 and (ii) the aggregate borrowing base available thereunder (so long as the borrowing base (including advance rates and eligibility criteria) is usual and customary for asset based lenders by commercial banks) at any timetime outstanding, and any extension, renewal, refinancing or replacement thereof to the extent not prohibited by the Intercreditor Agreement (the “ABL Debt”); (c) Permitted Purchase Money DebtDebt existing on the date hereof and set forth in Schedule 10.2.1 and extensions, renewals, refinancings and replacements of all or any part thereof that do not increase the outstanding principal amount thereof by more than a reasonable premium or other reasonable amount of fees and expenses incurred in connection with such extension, renewal, refinancing or replacement; provided that, no Obligor or Subsidiary shall be obligated thereunder, either as a borrower or guarantor, unless such Person was obligated thereunder on the date hereof or required to be added thereto in the documentation evidencing same on the closing date hereof; (di) existing Borrowed Money Debt of any Obligor to any other Obligor; and (ii) Debt of any Domestic Subsidiary that is not satisfied with an Obligor to any Obligor to the initial Loan proceeds and set forth on Schedule 10.2.1extent such investment is permitted under Section 10.2.4; (e) [Reserved]Guarantees of Debt permitted under this Section 10.2.1 subject to the same restrictions that would otherwise apply to such Debt; (f) Capital Lease Obligations or Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiaryaggregate amount not exceeding, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any timeone time outstanding, the lesser of $25,000,000 and 5% of the Consolidated Net Tangible Assets determined as of the last day of the immediately preceding Fiscal Year; (g) Permitted Contingent ObligationsExposure resulting from any Swap permitted under Section 10.2.7 hereof; (h) Refinancing Debt that is secured, in whole or in part, by first priority liens that are pari passu with the Loans (“Pari Passu Senior Secured Debt”) in an amount not to exceed the sum of (i) $25,000,000 plus (ii) from and after the delivery of the Borrower’s financial statements for the fiscal quarter ending September 30, 2025, the maximum principal amount that could be incurred without causing the Total Leverage Ratio (without giving effect to the cash netting of any proceeds of such indebtedness) as long as each Refinancing Condition of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such Debt (including the use of proceeds thereof), to exceed 1.50:1.00; provided that (1) such Debt shall be subject to a pari passu intercreditor agreement reasonably acceptable to the Required Lenders and (2) the maturity date thereof shall be no earlier than the maturity date hereunder and the weighted average life thereof shall be no shorter than the weighted average life hereunder; provided further that, if the all-in-yield of the Pari Passu Senior Secured Debt is satisfiedgreater than the Obligations, the Applicable Margin hereunder shall automatically and permanently increase to provide an all-in-yield equal to that of the Pari Passu Senior Secured Debt; (i) (i) Debt that is secured by liens that are subordinated to the liens securing the Loans and (ii) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(bin an aggregate principal amount not to exceed the sum of (A) $100,000,000 plus (B) from and after the delivery of the Borrower’s financial statements for the fiscal quarter ending September 30, 2025, the maximum principal amount that could be incurred without causing Total Leverage Ratio (without giving effect to the cash netting of any proceeds of such indebtedness) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such indebtedness (including the use of proceeds thereof), up to $10,000,000 in exceed 2.50:1.00; provided that (1) the aggregate at maturity date of any timesuch unsecured or junior lien indebtedness shall be no earlier than 91 days after the maturity date and the weighted average life thereof shall be no shorter than the weighted average life of the hereunder and (2) indebtedness secured on a junior priority basis to the Loans shall be subject to a junior lien intercreditor agreement reasonably acceptable to the Required Lenders; (j) intercompany Debt permitted under Section 10.2.5(a);[reserved]; and (k) Debt arising from the financing of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at insurance premium of any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations Obligor or with respect to workers' compensation claims, in each case incurred Subsidiary in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as (i) such unsecured Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is on terms fully cancelled upon termination of the underlying insurance policy, and conditions reasonably satisfactory to Agent; (oiii) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate principal amount of Debt at any timetime outstanding pursuant to this clause shall not exceed $3,000,000.