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) Debt (other than the Obligations, Subordinated Debt and Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the initial Loans; (d) Bank Product Debt; (e) Permitted Contingent Obligations; (f) Refinancing Debt as long as each Refinancing Condition is satisfied; (g) 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; (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party.”

Permitted Debt. CreateNo Loan Party shall create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated DebtPermitted Purchase Money Debt and any Refinancing Debt in respect of such indebtedness; (c) Debt (other than the Obligations, Subordinated Debt Obligations and Permitted Purchase Money Debt), but only to the extent outstanding or committed on the Closing Signing Date and not satisfied with proceeds of the initial LoansLoans and any Refinancing Debt in respect thereof; (d) Bank Product DebtDebt and any Refinancing Debt in respect thereof; (e) Permitted Contingent ObligationsObligations and any Refinancing Debt in respect thereof; (f) Refinancing Debt as long as each Refinancing Condition is satisfied; (g) Debt that is not included in any of the preceding other clauses of this Section, is not secured by a Lien and does not exceed $500,000 4,000,000 in the aggregate at any timetime outstanding; (h) Purchase Money unsecured Debt that is incurred in connection with a Permitted Acquisition solely for the purpose of financing such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) such unsecured Debt is not incurred for working capital purposes, (iii) such unsecured Debt does not mature prior to the date that is 12 months after the Revolving Commitment Termination Date, (iv) such Debt is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent, and (v) the only interest that accrues with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases is payable in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000kind; (i) Senior Secured Note IndebtednessIntercompany Debt (including intercompany guaranty obligations) of any Loan Party to any other Loan Party or Subsidiary or Affiliate of a Loan Party to the extent (i) each such entity is not rendered insolvent and (ii) such Debt is subject to an Intercompany Subordination Agreement in form and substance satisfactory to Agent; (j) Intercompany indebtednessDebt of any Loan Party to any employee in connection with the redemption or repurchase of Capital Stock arising from the death, termination or retirement of such employee; (k) Debt set forth on Schedule 10.2.1; (l) Debt owed by, and letters of support extended in favor of, another Loan Party for purposes of permitting such Loan Party to comply with capital requirements under Applicable Law so long as such Loan Party is solvent; (m) Debt permitted under Section 10.2.8; (n) Debt in respect of Capital Leases not to exceed $2,000,000 in the aggregate at any one time; (o) Debt consisting of Investments permitted pursuant to Section 10.2.5; (p) Debt incurred to pay premiums under policies of insurance and related interest due thereunder; (q) Debt in respect of letters of credit or surety or other bonds issued for the account of a Loan Party or any of its Subsidiaries in the Ordinary Course of Business; (r) endorsements of instruments or other payment items for deposit in the Ordinary Course of Business; (s) Debt that is deferred compensation and similar arrangements in the Ordinary Course of Business; (t) Debt incurred in a Permitted Acquisition or permitted disposition under agreements providing for indemnification, the adjustment to purchase price or similar adjustments to the extent permitted in Section 10.2.8; (u) Debt attributable to credit card “charge-backs” incurred in the Ordinary Course of Business; (v) To the extent approved by Agent, owed Debt arising under Hedging Agreements; (w) Debt and cash management obligations in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements, in the Ordinary Course of Business; (x) Debt arising from the honoring by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms bank or other financial institution of a Subordination Agreement which shall providecheck, draft or similar instrument drawn against insufficient funds in addition to such the Ordinary Course of Business or other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none cash management services in the Ordinary Course of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the ObligationsBusiness; and (ky) Earn-outs in connection with a Permitted Acquisition to the extent unsecured and not in excess of $15,000,000 in the aggregate and any other Permitted Indebtednesstime. Without limiting the provisions For purposes of determining compliance with this Section 10.2.1, no Canadian in the event that an item of Debt meets the criteria of one or more of the categories of Debt described in clauses (a) through (y) above, Loan Party shall owe Parties may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such item of Debt (or any United States Loan Party any intercompany obligation or other amount, portion thereof) and upon will only be required to include the occurrence amount and type of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan PartyDebt in one of the above clauses.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Capital Leases and Permitted Purchase Money Debt in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided, however, that (i) the Liens (if any) securing such Capital Leases and Permitted Purchase Money Debt shall attach only to the fixed assets, Foreign Inventory and other assets (other than Eligible Accounts, Eligible Equipment, Eligible Inventory, Eligible Real Estate and other Inventory located in the U.S.) acquired in connection with the incurrence of such Capital Leases and Permitted Purchase Money Debt and, in the case of any such Capital Leases or Permitted Purchase Money Debt owed to an Affiliate of Agent or any Lender and if and to the extent permitted by an intercreditor agreement between Agent and such Affiliate of Agent or any Lender which has been approved by Required Lenders (which approval shall not be unreasonably withheld, conditioned or delayed), a Lien on other Collateral which is expressly subordinated to Liens on the Collateral securing the Obligations; (d) Debt existing as of the Closing Date and shown 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 the initial Loans; (de) Bank Product Debt; (ef) 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 $5,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) Debt owing for intercompany loans and advances; provided, however, that such intercompany loans and advances constitute Investments permitted by Section 10.2.5; (j) unsecured Debt incurred in the Ordinary Course of Business to finance the payment of insurance premiums not to exceed $10,000,000 in aggregate amount at any time outstanding; (k) Debt incurred in the Ordinary Course of Business 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 25,000,000 in the aggregate amount at any timetime outstanding; (hl) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases Lease of the Company Headquarters in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000connection with a sale-leaseback permitted by Section 10.2.6(m); (m) Hedging Obligations permitted by Section 10.2.15; and (n) liabilities, whether absolute, accrued, contingent, current or deferred, recorded in accordance with GAAP for (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, operating costs incurred in the Ordinary Course of Business, owed by (ii) unpaid amounts for the purchase, construction or installation of capital improvements, (iii) compensation, including payroll taxes and benefits, whether currently payable or accrued pursuant to a Loan Party to an Affiliate; providedcompensation or benefit plan, however(iv) customer allowances, that if such Affiliate is not a Loan Partydiscounts, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provideclaims or rebates, in addition to such other terms as shall be reasonably satisfactory to Agent(v) taxes and assessments from any Government Authority, that such Affiliate shall take no steps to collect any such intercompany indebtedness(vi) fines, assessments, obligations or damages arising from legal, environmental or regulatory matters, (vii) deferred, prepaid or unearned revenues, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction (viii) accrued interest; in full each case other than any of the Obligations; and foregoing items (ki) through (viii) which constitute “Debt” as such term is defined in any other Permitted Indebtedness. Without limiting of clause (b), (c), (d), (e), (f), (g) or (h) of the provisions definition of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Partyterm “Debt” as contained herein.”

Permitted Debt. Create, incur, guarantee or suffer to exist any DebtBorrowed Money, except: (a) a. the Obligations; (b) b. Subordinated Debt; (c) Debt c. Permitted Purchase Money Debt; d. Borrowed Money (other than the Obligations, Subordinated Debt Obligations and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, listed on Schedule 10.2.1 to the Disclosure Letter (and other non-material Debt of Borrowers or any Subsidiary existing on the Closing Date in an aggregate principal amount not to exceed $5,000,000) and not satisfied with proceeds of the initial Loans; (d) Bank Product Debte. Hedging Agreements entered into by an Obligor or Subsidiary; (e) 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 $50,000,000 in the aggregate principal amount at any time outstanding; g. Permitted Contingent Obligations; (f) h. Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) Intercompany Debt of any Obligor payable to another Obligor or a Foreign Subsidiary, provided that, simultaneously with the incurrence of such Debt, Sanmina shall cause (A) all such Intercompany Debt to be unsecured, and in the case of Intercompany Debt owed to a Borrower from a Canadian Obligor, subject to a perfected first priority Lien pursuant to the terms hereof, and (B) all such Intercompany Debt of any Obligor to be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; provided further, that such Intercompany Debt owed by a Canadian Obligor to any other Obligor shall be evidenced by a note in form and substance reasonably satisfactory to Agent and the payee thereunder shall promptly endorse and deliver the same to Agent; (ii) Intercompany Debt of any Foreign Subsidiary payable to any Obligor, provided, that (a) the aggregate outstanding principal amount of such Debt made or extended at a time when the Availability Conditions are not met shall not exceed the Dollar Equivalent of $50,000,000 (it being understood that there shall be no limit on the aggregate principal amount of any such Debt made or extended at a time when the Availability Conditions are met), and (b) simultaneously with the incurrence of such Debt Sanmina shall cause all such Intercompany Debt to be unsecured, and subject to a perfected first priority Lien pursuant to the terms hereof; provided further, that such Intercompany Debt (excluding any such Intercompany Debt that is outstanding on the Closing Date) shall be evidenced by a loan agreement or a note, and if evidenced by a note, the payee thereunder shall promptly endorse and deliver the same to Agent; (iii) Intercompany Debt of any Foreign Subsidiary payable to any other Foreign Subsidiary; and (iv) Intercompany Debt outstanding on the date hereof provided that all such Intercompany Debt of any Obligor 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. guaranties in the Ordinary Course of Business of the obligations owed to or of suppliers, customers, franchisees and licensees of Sanmina and its Subsidiaries; (i) unsecured guaranties by an Obligor of Debt of an Obligor or guaranties by a Subsidiary of Debt of Sanmina or an Obligor with respect, in each case, to Debt otherwise permitted to be incurred pursuant to this Section 10.2.1, (ii) unsecured guaranties by an Obligor of Debt of Foreign Subsidiaries (A) which Debt of Foreign Subsidiaries exists on the Closing Date and is listed on Schedule 10.2.1 to the Disclosure Letter and (B) Debt in an aggregate principal amount not to exceed at any time outstanding the Dollar Equivalent of $50,000,000 in the case of Debt incurred after the Closing Date, and (iii) guaranties by any Foreign Subsidiary of Debt of any other Foreign Subsidiary permitted to be incurred pursuant to this Section 10.2.1; 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 the Dollar Equivalent of $75,000,000 plus any amount permitted by and not utilized pursuant to Section 10.2.1(c), but in no event shall the aggregate outstanding principal amount of Debt under this Section 10.2.1(l) and Section 10.2.1(c) exceed at any time the Dollar Equivalent of $150,000,000 provided that the sum of the amount of Debt of Foreign Subsidiaries under either such Section guaranteed by an Obligor and the amount of Debt under Section 10.2.1(i)(ii) shall not exceed the Dollar Equivalent of $150,000,000; m. non-recourse (other than certain limited, customary provisions for recourse) Debt secured by the Corporate Head Office Campus in a principal amount not to exceed the greater of (a) the Dollar Equivalent of $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 20% of Consolidated Tangible Foreign Assets; o. reimbursement obligations in respect of letters of credit, bank guaranties and banker’s acceptances in an aggregate face amount not to exceed the Dollar Equivalent of $50,000,000 at any time; p. customary indemnification obligations pursuant to factoring or similar arrangements permitted under Section 10.2.5(e) or Section 10.2.5(f) hereof; q. Debt (including guaranties) incurred pursuant to Foreign Securitization Facilities, the Receivables Purchase Facility or any other factoring or similar arrangement permitted under Section 10.2.5(e) or Section 10.2.5(f); r. Debt incurred by Sanmina 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 Sanmina or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Sanmina or any of its Subsidiaries; and s. Debt of Obligors or any Subsidiary to any person other than an Obligor or a Subsidiary that is not included in any of the preceding clauses of this Section, provided that such Debt is not secured by on terms otherwise satisfactory to Agent, has no scheduled amortization payments or mandatory prepayments or redemptions (other than as a Lien result of an event of default thereunder or a change of control) prior to 91 days after the Revolver Termination Date and, if the Fixed Charge Coverage Ratio as of the end of the Fiscal Quarter immediately preceding the incurrence of such Debt and after giving pro forma effect thereto is less than or equal to 1.50 : 1.00, the outstanding principal amount incurred under this subclause (s) does not exceed the Dollar Equivalent of $500,000 250,000,000 in the aggregate at any time; time (h) Purchase Money it being understood that such $250,000,000 aggregate limit shall not apply to Debt incurred with respect to purchases made under this subclause (s) at a time when such Fixed Charge Coverage Ratio on a pro forma basis after giving effect thereto is greater than 1.50 : 1.00); provided further any such Debt secured by a Lien on the Effective Date and Capital Leases, solely Collateral is subordinated to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt Liens granted hereunder on terms satisfactory to Agent and Capital Leases, excluding any Capital Leases is subject to an intercreditor agreement in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; form and substance satisfactory to Agent (including (i) Senior Secured Note Indebtedness; provisions providing that any Lien on the Collateral in respect of such Debt be on a “silent second” basis as is customary in asset-based lending transactions and (jii) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliatecustomary intercreditor standstill and payment blockage provisions); and provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agentfurther, that such Affiliate shall take no steps Debt may have a maturity date prior to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid the Revolver Termination Date so long as at least 90 days prior to such Affiliatematurity date, until such Debt is repaid, redeemed, defeased or refinanced or on such 90th day, reserved for under the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan PartyBorrowing Base.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) 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 LoansLoans and which is listed on Schedule 10.2.1; (de) Bank Product Debt; (ef) [Intentionally Omitted]; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfiedsatisfied in respect of such Refinancing Debt at the time such Refinancing Debt is incurred; (gi) the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business; (j) 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; (k) guaranty obligations of any Obligor pursuant to the Indenture Guaranty and the Convertible Debenture Guaranty as long as at all times such Person shall also be an Obligor hereunder; (l) unsecured Debt; (m) other unsecured Debt of any 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; and (n) other Debt of any Obligor (including Debt incurred or assumed in connection with a Permitted Acquisition) that is not included in any of the preceding clauses of this Section, and that is not secured by a Lien and does not exceed $500,000 in the aggregate at any time; (h) Purchase Money Debt created, incurred with respect to purchases made or guaranteed after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of as long as in each case Availability after giving effect thereto exceeds $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party60,000,000.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt); (d) Borrowed Money set forth on Schedule 10.2.1, but only to the extent outstanding on the Closing Date and not satisfied Restatement Effective Date (e) Debt with proceeds respect to Bank Products incurred in the Ordinary Course of the initial LoansBusiness; (df) Bank Product DebtDebt in respect of Hedging Agreements entered into in the Ordinary Course of Business and not for speculative purposes; (eg) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) intercompany Debt extended by UK Borrower to any other Obligor or by US Borrower to any other Obligor which is not a Foreign Subsidiary; (j) Debt incurred in connection with the financing of insurance premiums; (k) 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; (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 acquisition 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) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the Ordinary Course of Business; (o) [reserved]; (p) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does in an aggregate outstanding principal amount not to exceed $500,000 in 5,000,000 times the aggregate at any time;Growth Multiple; and (hq) Purchase Money the Term Loan Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, and conditions contained in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan PartyIntercreditor Agreement.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) 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 Loans; (d) Bank Product Debtexisting Borrowed Money not satisfied with the initial Loan proceeds, including, without limitation, obligations in respect of the Signature Letter of Credit; (e) 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 such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $10,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) unsecured Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed up to $500,000 10,000,000 in the aggregate at any time; (hj) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000;unsecured intercompany Debt: (i) Senior Secured Note Indebtednessowed by any Obligor to another Obligor; (jii) Intercompany indebtednessowed by any Obligor to any Subsidiary that is not an Obligor (provided that such Debt shall be subordinated to the Obligations in a manner reasonably satisfactory to Agent); 133315237_8 (iii) owed by any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; and (iv) owed by any Subsidiary that is not an Obligor to any Obligor to the extent constituting an Investment permitted hereunder (provided that any such Indebtedness shall be evidenced by a note in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent pursuant to this Agreement); (k) 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, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject and reimbursement obligations in respect of any of the foregoing; (l) to the terms extent constituting Debt, obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a Subordination Agreement which shall providesimilar nature, representing consideration for a Permitted Acquisition and incurred in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect connection with any such intercompany indebtedness, and none Permitted Acquisition; (m) customer advances or deposits received in the ordinary course of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligationsbusiness; and (kn) any other Permitted Indebtedness. Without limiting Indebtedness representing installment insurance premiums owing in the provisions Ordinary Course of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan PartyBusiness.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debtthe First Lien Debt to the extent such Debt is subject to and permitted under the Intercreditor Agreement; (c) Permitted Purchase Money Debt and obligations with respect to Capital Leases so long as the aggregate amount outstanding under this clause (c) does not exceed $3,000,000 at any time; (d) 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 Effective Date and not satisfied with proceeds of Loans funded on the initial Loans; (d) Bank Product DebtEffective Date; (e) [reserved]; (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 $1,200,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) Subordinated Debt; (j) Debt of the Obligors owing to any Subsidiary and of any Subsidiary owing to an Obligor or any other Subsidiary; provided, that any such Debt that is owed by a Subsidiary that is not an Obligor shall be subject to Sections 10.2.5 and 10.2.7; (k) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, pursuant to reimbursement or indemnification obligations to such Person or to finance insurance premiums, in each case incurred in the Ordinary Course of Business; (l) Debt consisting of cash earnout obligations owed to the seller of any business or assets acquired in a Permitted Acquisition; provided that the aggregate amount of Debt outstanding at any one time permitted under this Section 10.2.1(l) shall not exceed $1,800,000; (m) unsecured Indebtedness in an aggregate principal amount not to exceed $1,955,792, provided that such Debt is not “moratorium debt” as such term is defined in the Corporate Insolvency and Governance Axx 0000 (UK) unless such moratorium debt is incurred with the prior written consent of Agent, advanced by (i) any Governmental Authority (including the Small Business Administration) or any other Person acting as a financial agent of a Governmental Authority or (ii) any other Person to the extent such Indebtedness under this clause (ii) is guaranteed by a Governmental Authority (including the Small Business Administration), in each case under this Section 10.2.1(m), pursuant to the CARES Act - Title I (such unsecured Indebtedness, “CARES Debt”); provided, that unless otherwise approved by Agent, (A) no Event of Default shall have occurred and be continuing at the time of incurrence thereof and (B) CARES Debt shall (1) be used by Obligors and their Subsidiaries solely for purposes permitted under the CARES Act - Title I, (2) have a maturity date not less than two (2) years after the date of incurrence of the CARES Debt, (3) bear interest at a rate not greater than one percent (1%) per annum, (4) not require any payments of principal prior to maturity and (5) otherwise have terms customary for loans made pursuant to the CARES Act - Title I (taken as a whole); provided, further, that CARES Unforgiven Debt, if any, shall not be permitted under this Section 10.2.1(m); and (n) 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 1,200,000 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 (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leasesor any portion thereof, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, but excluding any Capital Leases Indebtedness incurred pursuant to Section 10.2.1(a) at any time meets the criteria of more than one of the categories described above in effect at Section 10.2.1, the Closing Date set forth on Schedule 10.2(iBorrower, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) heretosuch item of Debt (or any portion thereof) and shall only be required to include the amount and type of such Debt in one of the above clauses. Accrual of interest or dividends, does not exceedthe accretion of accreted value, during the entire term accretion or amortization of this Agreementoriginal issue discount and the payment of interest, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtednesspremium, incurred fees or expenses, in the Ordinary Course form of Business, owed by a Loan Party to an Affiliate; provided, however, that if additional Debt (in each case so long as such Affiliate additional Debt is not a Loan Party, said intercompany indebtedness shall be subject to in the terms of a Subordination Agreement which shall provide, in addition to such other same form and on the same terms as the Debt to which such payment relates) shall not be reasonably satisfactory deemed to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none be an incurrence of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions Debt for purposes of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Debt Permitted Purchase Money Debt; (d) Borrowed Money (other than the Obligations, the obligations under the ABL Loan Documents, 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) Bank Product DebtDate; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary of Parent or that is secured by an asset when acquired by Parent or its Subsidiaries, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary of Parent or such acquisition, and does not exceed $15,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (fh) Debt owed to a Flooring Lender, provided that such Flooring Lender has entered into a Flooring Intercreditor Agreement with respect to such Debt; (i) (x) Debt incurred for the acquisition of Real Estate by a Borrower 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 of such Real Estate, and (y) Debt secured solely by Real Estate owned by a Borrower as of the Closing Date incurred to refinance a portion of the Term Loan; provided that (i) the amount of net proceeds received by Borrowers with respect to such Debt shall be not less than the amount advanced by the Lenders under the Term Loan Borrowing Base with respect to any Eligible Real Estate being refinanced, (ii) the net proceeds received by the Borrowers with respect to such Debt to refinance any Eligible Real Estate shall be applied to prepay the Term Loan in accordance with Section 5.2.2 hereof (together with any prepayment fee then due under Section 5.2.3 hereof), and (iii) the Lien of the Mortgage held by the Agent on such Real Estate shall be subordinated to the Lien of the lender holding such Debt; and provided further that the aggregate outstanding Debt permitted under this subsection (i) does not at any time exceed (excluding any advances under the Term Loan against such Real Estate) (A) $10,000,000 plus (B) such additional amount incurred so long as no Default or Event of Default has occurred and is continuing and Availability on a pro forma basis after giving effect to the incurrence of such Debt and on a projected basis for the six months following the incurrence of such Debt is not less than $75,000,000, provided that the aggregate amount of Debt permitted under this subsection (i) shall in no event exceed $25,000,000 outstanding at any time, excluding any advances under the Term Loan against such Real Estate; (j) Debt incurred under the ABL Facility and the ABL Loan Documents; (k) Refinancing Debt as long as each Refinancing Condition is satisfied; (gl) Debt incurred in connection with the purchase of Contracts and related assets by CCI from CCCI as evidence by the CCCI Originator Notes; (m) Debt incurred in connection with the purchase of Contracts and related assets by CCI from CAI as evidence by the CCI Originator Notes; (n) Permitted ABS Facility so long as prior to entering into such facility Agent and Required Lenders have approved the structure and documents related to such facility and the Permitted ABS Agent has entered into the Permitted ABS Intercreditor Agreement; (o) Debt incurred under the Permitted ABS Originator Notes; (p) Debt incurred in connection with the purchase of Contracts and related assets by CCI from an Excluded Subsidiary as evidenced by the CFII Originator Note; and (q) 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; (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Debt Permitted Purchase Money Debt; (d) 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 Revolver Loans; (d) Bank Product Debt; (e) Permitted Contingent Obligations; (f) Refinancing Bank Product Debt as long as each Refinancing Condition is satisfied; (g) 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; (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business; (1) Debt that is in existence when a Person becomes a Subsidiary (and not incurred in contemplation of such Person becoming a Subsidiary), owed (2) Debt that constitutes unsecured seller financing incurred in connection with the Acquisition of a Subsidiary, (3) Debt that is secured by an asset when acquired (and not incurred in contemplation of the acquisition of such asset) by a Loan Party to an Affiliate; Borrower or Subsidiary and (4) Debt of Foreign Subsidiaries (other than Singapore Borrower) that is in existence when a Person becomes, or is incurred in connection with the Acquisition of, a Foreign Subsidiary, provided, howeverthat with respect to such Debt of Foreign Subsidiaries, that if such Affiliate is not a Loan PartyDebt (x) may be restructured in the context of amended and restated agreements, said intercompany indebtedness shall be which amendment and restatement may, without limitation, alter the number or identities of lenders or convert the Debt from unsecured to secured Debt (subject to the terms limitations set forth in Section 10.2.2(l)), so long as the aggregate principal amount of the Debt thereunder as of the date of the Acquisition is not increased and the terms, conditions and covenants set forth in such amended and restated agreements, taken as a Subordination Agreement which shall providewhole, are no more burdensome than the terms, conditions and covenants set forth in the applicable agreements in existence prior to such amendment and restatement and (y) may be replaced with other Debt, including secured Debt (subject to the limitations set forth in Section 10.2.2(l)) under other Debt agreements so long as the aggregate principal amount of the Debt as of the date of the Acquisition is not increased and the terms, conditions and covenants set forth in the replacement Debt agreements, taken as a whole, are no more burdensome than the terms, conditions and covenants set forth in the applicable Debt agreements in existence prior to such replacement, in addition each case described in the foregoing clauses (1), (2), (3) and (4), as long as (i) on a pro forma basis for the thirty (30) consecutive day period immediately prior to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence incurrence of any such eventDebt, each Canadian Loan Party having any Aggregate Availability is greater than or equal to 20% of the Revolver Commitments at such intercompany obligation time and the Fixed Charge Coverage Ratio (for this purpose, after giving pro forma effect to the incurrence of such Debt and, to the extent applicable, the consummation of such Acquisition) is greater than or owing any other amounts equal to any 1.1 to 1.0, (ii) upon the incurrence of such United States Loan Party agrees Debt, U.S. Availability is greater than or equal to $5,000,000, and (iii) immediately repay prior to and upon the incurrence of such intercompany obligation Debt, no Default or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party.”Event of Default exists;

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) 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 Loans; (d) Bank Product Debt[Intentionally Omitted]; (e) 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 Borrower or any Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, in an aggregate principal amount not to exceed $150,000,000 at any time outstanding; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) Existing Senior Debt; (j) 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 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 Foreign Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (l) Debt of Immaterial Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (m) Debt incurred pursuant to any intercompany Loan permitted under Section 10.2.7; provided that, to the extent such intercompany Loan is made to Borrower or any Guarantor, such Debt is subordinated to the Obligations on terms acceptable to Agent; (n) Debt described on Schedule 10.2.1; (o) 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 similar obligations incurred in the Ordinary Course of Business; (p) 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 other clauses of this Section, is not secured by a Lien and does not exceed $500,000 in amortize or mature prior to 6 months after the aggregate at any timeRevolver Termination Date, so long as no Default exists or would result therefrom; (hs) Purchase Money 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 respect to purchases made after the Effective Date and Capital LeasesPermitted Asset Investments or permitted dispositions of any business, solely to the extent that the aggregate liability asset or Subsidiary of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding Borrower or any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000;its Subsidiaries. (it) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred guaranties in the Ordinary Course of BusinessBusiness of the obligations of suppliers, owed 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 Loan Party Subsidiary of Borrower of Debt or other obligations of Borrower or a Subsidiary with respect, in each case, to an Affiliate; providedDebt otherwise (i) permitted to be incurred pursuant to this Section 10.2.1, howeveror other obligations not prohibited hereunder, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject (ii) subordinated to the Obligations on terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory acceptable to Agent, and (iii) that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligationswould not constitute a Restricted Investment; and (kv) other Debt in an aggregate principal amount not to exceed $1,700,000,000 at any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Partytime outstanding.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated [reserved]; (c) Permitted Purchase Money Debt; (cd) Debt (other than the Obligations, Subordinated Debt Obligations and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with the proceeds of the initial Loans; (de) Debt with respect to Bank Product DebtProducts and Debt pursuant to Hedging Agreements permitted under Section 10.2.14; (ef) 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; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) 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; (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note IndebtednessLien; (j) 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; (iv) any Subsidiary that is not an Obligor to any Obligor, and (v) guaranty obligations of any Obligor in respect of Debt otherwise permitted hereunder of any Obligor provided all such Debt owing by an Obligor is subject to the Intercompany indebtednessSubordination Agreement; (k) Debt incurred to pay premiums under policies of insurance and related interest due thereunder; (l) Debt attributable to credit card “charge-backs”, debit cards, stored value cards or purchase cards (including so-called “procurement cards” or “P-cards”) incurred in the Ordinary Course of Business; (m) Debt which may be deemed to exist as a result of the existence of any worker’s compensation, owed health, disability or other employee benefits or property, casualty or liability insurance or self-insurance claims, guaranties, or similar obligations incurred in the Ordinary Course of Business; (n) Debt in respect of netting services and overdraft protections in connection with Deposit Accounts in the Ordinary Course of Business; (o) Debt incurred by a Loan Party to an Affiliate; providedBorrower or any of its Subsidiaries arising from agreements providing for indemnification, howeverearn-outs, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms adjustment of a Subordination Agreement which shall providepurchase price or similar obligations, in addition to such connection with Permitted Acquisitions, other terms as shall be reasonably satisfactory to Agentpermitted Investments or permitted dispositions of any business, that such Affiliate shall take no steps to collect asset or Subsidiary of Borrower or any such intercompany indebtednessof its Subsidiaries; (p) [reserved]; (q) Debt incurred under appeal bonds and in the Ordinary Course of Business under performance, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligationssurety or statutory bonds; (r) Debt composing Investments permitted hereunder; and (ks) unsecured Debt of a Borrower or Subsidiary owing to former employees, officers, or directors (or any other Permitted Indebtedness. Without limiting spouses, ex-spouses, or estates of any of the provisions foregoing) to finance the redemption (which shall be non-cash at the time of such redemption) or repurchase (which shall be non-cash at the time of such repurchase) of the Equity Interests of Parent permitted by Section 10.2.4 that has been issued to such Persons at any time no Event of Default has occurred and is continuing; provided that, at any time, the aggregate outstanding amount of all Debt incurred in respect of clauses (f), (i), (j)(iii) and (s) of this Section 10.2.1, no Canadian Loan Party shall owe 10.2.1 does not exceed $2,000,000 at any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Partytime outstanding.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Debt (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt); (d) Borrowed Money 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 Term Loans; (de) Debt with respect to Bank Product DebtProducts (as defined in the ABL Revolver Loan Agreement as in effect on the date hereof) incurred in the Ordinary Course of Business; (ef) [reserved]; (g) Permitted Contingent Obligations; (fh) Refinancing Debt as long as each Refinancing Condition is satisfied; (gi) intercompany Debt extended by UK Borrower to any other Obligor or by US Borrower to any other Obligor which is not a Foreign Subsidiary; (j) Debt incurred in connection with the financing of insurance premiums; (k) 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; (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 acquisition 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) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the Ordinary Course of Business; (o) [reserved]; (p) 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;; and (hq) Purchase Money Debt incurred under the ABL Revolver Loan Documents in an aggregate principal amount (including the undrawn amount of outstanding letters of credit) not to exceed (x) with respect to purchases made after the Effective Date US Borrowers, the US ABL Cap (as such term is defined in the Intercreditor Agreement) and Capital Leases, solely (y) with respect to the extent that UK Borrower, the aggregate liability of all Loan Parties under UK ABL Cap (as such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred is defined in the Ordinary Course of BusinessIntercreditor Agreement) in each case, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan PartyIntercreditor Agreement.”

Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) 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 Loans; (d) Bank Product Debtexisting Borrowed Money not satisfied with the initial Loan proceeds; (e) 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 $10,000,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (fh) Permitted Term Loan Debt; (i) trade payables incurred in the Ordinary Course of Business on normal trade credit; (j) Debt consisting of insurance premiums accrued but not yet due; (k) 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 of such Person, in each case incurred in the Ordinary Course of Business; (l) to the extent constituting Debt, Investments of the type described in clauses (e) and (k) of the definition of “Restricted Investment” hereunder; (m) obligations under any earn-out (which for all purposes of this Agreement shall be valued at the maximum potential amount payable with respect to such earn-out) so long as the payment of such earn-outs (other than the Ubimo Earnout) are subordinated to the Full Payment of the Obligations pursuant to an agreement in form and substance reasonably satisfactory to Agent; (n) Refinancing Debt as long as each Refinancing Condition is satisfied;; and (go) unsecured Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed up to $500,000 10,000,000 in the aggregate at any time; (h) Purchase Money Debt incurred with respect to purchases made after the Effective Date and Capital Leases, solely to the extent that the aggregate liability of all Loan Parties under such Purchase Money Debt and Capital Leases, excluding any Capital Leases in effect at the Closing Date set forth on Schedule 10.2(i) hereto, does not exceed, during the entire term of this Agreement, an aggregate of $51,000,000; (i) Senior Secured Note Indebtedness; (j) Intercompany indebtedness, incurred in the Ordinary Course of Business, owed by a Loan Party to an Affiliate; provided, however, that if such Affiliate is not a Loan Party, said intercompany indebtedness shall be subject to the terms of a Subordination Agreement which shall provide, in addition to such other terms as shall be reasonably satisfactory to Agent, that such Affiliate shall take no steps to collect any such intercompany indebtedness, and none of such intercompany indebtedness shall be paid to such Affiliate, until the satisfaction in full of the Obligations; and (k) any other Permitted Indebtedness. Without limiting the provisions of this Section 10.2.1, no Canadian Loan Party shall owe any United States Loan Party any intercompany obligation or other amount, and upon the occurrence of any such event, each Canadian Loan Party having any such intercompany obligation or owing any other amounts to any such United States Loan Party agrees to immediately repay such intercompany obligation or other amount by remitting amounts necessary to repay such intercompany obligations and other amounts to such United States Loan Party.”