Common use of Permitted Debt Clause in Contracts

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only to the extent issued and outstanding as of the Closing Date); (d) Permitted Purchase Money Debt; (e) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes 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) Debt with respect to Bank Products incurred in the Ordinary Course of Business, as long as the aggregate mark-to-market obligations under Hedging Agreements do not exceed $250,000 at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only Permitted Purchase Money Debt and Debt under Capital Leases and refinancings or renewals thereof, in an aggregate amount not to the extent issued and outstanding as of the Closing Date)exceed $20,000,000 at any one time outstanding; (d) Permitted Purchase Money Senior Second Lien Debt; (e) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes Senior Second Lien 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 with respect to Bank Products incurred that is in the Ordinary Course of Businessexistence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 5,000,000 in the aggregate at any time; (gi) Debt incurred by Foreign Subsidiaries in an aggregate principal amount outstanding not to exceed $10,000,000 at any one time outstanding, and (y) Non-Recourse Debt incurred by the Grace Companies incurred in connection with the Grace Transaction; (i) Permitted Contingent Obligations; (hj) Refinancing Debt as long as each Refinancing Condition is satisfied;; and (ik) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 10,000,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only to the extent issued and outstanding as of the Closing Date); (d) Permitted Purchase Money Debt; (ed) Borrowed Money Existing Debt (other than the Obligations, Subordinated Debt, the Convertible Notes and Permitted Purchase Money Debt, Debt outstanding under the Term Loan B Facility and Permitted Secured Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (fe) 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 a Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not exceed $250,000 at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt that is not included incurred in any contemplation of the preceding clauses of this Sectionsuch Person becoming a Subsidiary or such acquisition, is not secured by a Lien and does not exceed (i) $500,000 40,000,000 in the aggregate at any time plus (ii) to the extent such Debt relates to a non-wholly owned Subsidiary that is indirectly acquired in a Permitted Acquisition (and such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition) and such Subsidiary is not an Obligor hereunder, such Debt described in this clause (ii) not to exceed $10,000,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except:except (“Permitted Debt”): (a) the Obligations; (b) Subordinated Debtthe Debt under the ABL Facility; (c) Permitted Purchase Money Debt and obligations with respect to Capital Leases so long as the Convertible Notes aggregate amount outstanding under this clause (but only to the extent issued and outstanding as of the Closing Date)c) does not exceed $2,500,000 at any time; (d) Permitted Purchase Money Debt; (e) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes 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; (fe) 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 a Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied;; and (i) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any DebtDebt , except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only Debt owed to a Dealer Note Purchase Party pursuant to the extent issued and Dealer Note Purchase Agreement in a maximum amount outstanding as of the Closing Date)not to exceed $15,000,000; (d) Permitted Purchase Money Debt; (e) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (e) Bank Product Debt; (f) Debt with respect to Bank Products incurred that is in the Ordinary Course of Businessexistence when a Person becomes a Subsidiary or that is secured by an asset when acquired by Parent or a Subsidiary thereof, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent ObligationsObligations (provided that in no event shall an Obligor become liable for a Contingent Obligation in respect of a Non-Guarantor Subsidiary); (h) Purchase Money Debt secured only by a Purchase Money Lien in an aggregate amount not to exceed $1,000,000 at any time; (i) the Senior Notes and the Senior Notes Refinancing Debt; (j) Refinancing Debt as long as each Refinancing Condition is satisfied;; and (ik) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 1,500,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only to the extent issued and outstanding as of the Closing Date); (d) Permitted Purchase Money Debt; (ed) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes and Permitted Purchase Money Debt, the Permitted Term Loan, and Debt permitted by clause (j) of this Section 10.2.1), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial LoansLoans (including, without limitation, Borrowed Money from the City of St. Cloud, Minnesota; provided, however, that the amount of such Borrowed Money shall not be increased without the consent of Agent); (fe) Debt with respect to Bank Products incurred in the Ordinary Course of Business, as long as the aggregate mark-tonegative ▇▇▇▇-to-market obligations under Hedging Agreements do not exceed $250,000 10,000,000 at any time; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by 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 $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) Obligations of the Borrowers under the Dealer Finance Agreements; (j) Debt of ACPS in connection with the NMTC Financing in an aggregate principal amount not to exceed $15,520,000, so long as such Debt remains subject to the NMTC Intercreditor Agreement; (k) the Permitted Term Loan; and (l) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 5,000,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only to the extent issued and outstanding as of the Closing Date); (d) Permitted Purchase Money Debt; (ed) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes 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; (fe) 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 Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 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) the Citibank Facility; (j) to the extent deemed to be Debt, the liabilities owed to AmTRAN; and (k) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 10,000,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) the Convertible Notes (but only to the extent issued and outstanding as of the Closing Date); (d) Permitted Purchase Money Debt; (ed) Borrowed Money (other than the Obligations, Subordinated Debt, the Convertible Notes 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; (fe) 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 a Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 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 that is not included in any of the preceding clauses of this Sectiontype contemplated by Section 10.2.6(d), provided that such Debt is not secured by a Lien subordinated to the Obligations on terms and does not exceed $500,000 conditions satisfactory to Agent in the aggregate at any timeits Permitted Discretion; (j) Debt representing deferred compensation to employees of any Foreign Subsidiaries that are not Obligors Obligor incurred in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); andthe Ordinary Course of Business; (k) existing Debt as consisting of the Closing Date as shown on Schedule 10.2.1 financing of insurance premiums incurred in the Ordinary Course of Business; (l) Debt of the Disclosure Certificate.type and amount contemplated by Section 10.2.3(a)(iv);

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt and obligations with respect to Capital Leases so long as the Convertible Notes aggregate amount outstanding under this clause (but only to the extent issued and outstanding as of the Closing Date)c) does not exceed $2,500,000 at any time; (d) Permitted Purchase Money Debt; (e) Borrowed Money listed on Schedule 10.2.1 (other than the Obligations, Subordinated Debt, the Convertible Notes Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Restatement Date and not satisfied with proceeds of Loans funded on the initial LoansRestatement Date; (fe) Debt with respect to Bank Products incurred in the Ordinary Course ordinary course of Businessbusiness; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as the aggregate mark-to-market obligations under Hedging Agreements do such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $250,000 1,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied;; and (i) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $500,000 1,000,000 in the aggregate at any time; (j) Debt of any Foreign Subsidiaries that are not Obligors in an aggregate amount not to exceed $20,000,000 at any time outstanding (which Debt shall be in addition to, and exclusive of, Debt permitted under Section 10.2.1(k)); and (k) existing Debt as of the Closing Date as shown on Schedule 10.2.1 of the Disclosure Certificate.