Common use of Additional Debt Clause in Contracts

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (d) as a result of extensions to the Termination Date effective after the original incurrence of such convertible Debt.

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Closing Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; and (d) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (de) as a result of extensions to the Termination Date effective after the original incurrence of such convertible Debt.

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) Debt of SBIC Entities incurred in the ordinary course of business; (c) the Debt existing and outstanding on the Restatement Closing Date described on Schedule 5.31; (cd) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.005,000,000; (de) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt loans by Loan Parties and/or Subsidiaries of Structured Subsidiaries; provided that on Loan Parties to SBIC Entities not to exceed $35,000,000 in the date that such Debt is incurred aggregate at any one time outstanding with maturities not to exceed six (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder6) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effectmonths. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (de) as a result of (i) extensions to the Termination Date effective after the original incurrence of such convertible Debt or (ii) the inclusion of terms more restrictive than those in this Agreement to the extent such terms relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt).

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Sixth Amendment Effective Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) other than with respect to Immaterial Subsidiaries, convertible Debt incurred after the date hereof Closing Date with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to (i) a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii)) or (ii) a direct or indirect parent of such Loan Party or Subsidiary of a Loan Party so long as such Debt is (x) unsecured and (y) subject to subordination terms reasonably satisfactory to Administrative Agent; and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect; (g) the Subordinated Main Street Debt; (h) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) other than with respect to Immaterial Subsidiaries, Unsecured Longer-Term Debt, so long as (i) no Default exists at the time of the incurrence, refinancing or replacement thereof (or immediately after the incurrence, refinancing or replacement thereof) and (y) prior to and immediately after giving effect to the incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 5.04, 5.07 and 5.10; and (j) other than with respect to Immaterial Subsidiaries, Unsecured Shorter-Term Debt in an aggregate principal amount that, taken together with other Debt of the Borrower, will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Unsecured Shorter-Term Debt; provided that in no event shall the aggregate principal amount of Unsecured Shorter-Term Debt exceed an amount equal to $50,000,000 incurred pursuant to this Section 5.31(j) on or after the Sixth Amendment Effective Date. For the avoidance of doubt, any convertible Debt incurred or refinanced after the date hereof Closing Date shall not be deemed to be in violation of clause (d) as a result of (i) extensions to the Termination Date or the Final Maturity Date effective after the original incurrence or refinance of such convertible Debt or (ii) the inclusion of terms that relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt).

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) Debt of SBIC Entities; (c) the Debt existing and outstanding on the Restatement Closing Date described on Schedule 5.31; (cd) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.003,000,000.00; (de) convertible Debt incurred after the date hereof with a maturity when incurred of not less than one year after the Termination Maturity Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions an extension exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii)unsecured; and (f) Debt of Structured Subsidiaries; the Borrower or any Subsidiary to the Borrower or any other Subsidiary, provided that on the date that (i) such Debt is incurred shall not have been transferred to any Person other than the Borrower or any Subsidiary and (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” ii) any such Debt owing by any Loan Party shall be deemed to take place at the time such facility is entered into, unsecured and not upon each borrowing thereunder) the Borrower is subordinated in pro forma compliance with each right of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect payment to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effectObligations. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (de) as a result of extensions an extension to the Termination Date effective after the original incurrence of such convertible Debt. SECTION 5.32. [Intentionally omitted].

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement RestatementSixth Amendment Effective Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) other than with respect to Immaterial Subsidiaries, convertible Debt incurred after the date hereof hereofClosing Date with a maturity when incurred not less than one year after the Termination Date (after 140760.01015/126600145v.2 ‌ ​ giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to (i) a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii)) or (ii) a direct or indirect parent of such Loan Party or Subsidiary of a Loan Party so long as such Debt is (x) unsecured and (y) subject to subordination terms reasonably satisfactory to Administrative Agent; and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect; and (g) the Subordinated Main Street Debt; (h) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) other than with respect to Immaterial Subsidiaries, Unsecured Longer-Term Debt, so long as (i) no Default exists at the time of the incurrence, refinancing or replacement thereof (or immediately after the incurrence, refinancing or replacement thereof) and (y) prior to and immediately after giving effect to the incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 5.04, 5.07 and 5.10; and (j) other than with respect to Immaterial Subsidiaries, Unsecured Shorter-Term Debt in an aggregate principal amount that, taken together with other Debt of the Borrower, will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Unsecured Shorter-Term Debt; provided that in no event shall the aggregate principal amount of Unsecured Shorter-Term Debt exceed an amount equal to $50,000,000 incurred pursuant to this Section 5.31(j) on or after the Sixth Amendment Effective Date. For the avoidance of doubt, any convertible Debt incurred or refinanced after the date hereof hereofClosing Date shall not be deemed to be in violation of clause (d) as a result of (i) extensions to the Termination Date or the Final Maturity Date effective after the original incurrence of such convertible Debt.or refinance of such Debt or (ii) the inclusion of terms that relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt).

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Closing Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (d) as a result of extensions to the Termination Date effective after the original incurrence of such convertible Debt.” (u) Section 5.35 of the Credit Agreement is hereby deleted in its entirety and the following shall be inserted in substitution thereof:

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) Debt of SBIC Entities incurred in the ordinary course of business; (c) the Debt existing and outstanding on the Restatement Closing Date described on Schedule 5.31; (cd) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.005,000,000; (de) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms materially no more restrictive than those in this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed $35,000,000 in the aggregate at any one time outstanding with maturities not to exceed six (6) months and (g) unsecured Debt hereafter incurred by the Loan Parties so long as (i) unsecured and the aggregate outstanding principal amount of all Debt incurred under this clause (g) shall not at any time exceed $175,000,000, (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (Debt has a maturity when incurred after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations Termination Date (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence thereof and on the date of such incurrence Borrower delivers Debt), (iii) the terms of such Debt shall not be materially more restrictive than the terms of this Agreement and (iv) during each period beginning on each date that is ninety (90) days prior to the Administrative Agent a certificate maturity of a Responsible Officer any such Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such effectmaturity date. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (de) or (g) as a result of (i) extensions to the Termination Date effective after the original incurrence of such convertible Debt or (ii) the inclusion of terms more restrictive than those in this Agreement to the extent such terms relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt).

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause .; and (d) as a result of extensions to the Termination Date effective after the original incurrence of such convertible Debt.g)

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: : (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; ; (b) the Debt existing and outstanding on the Restatement Date described on Schedule 5.31; of SBIC Entities; (c) MSC Springing Guarantees, for Debt in an aggregate outstanding principal amount not to exceed $50,000,000; (d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.00; 5,000,000; (de) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms materially no more restrictive than those in this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed $40,000,000 in the aggregate at any one time outstanding with maturities not to exceed twelve (12) months; (g) unsecured Debt of the Loan Parties in an aggregate outstanding principal amount not in excess of $775,000,000 at any time (including without limitation the Existing Debt (as defined below) and any Debt incurred in whole or in part in full or partial refinancing of the Existing Debt) (and provided, however, that any Debt incurred to both satisfy the Available Liquidity requirement in this Section 5.31(g) and refinance outstanding Debt shall not count toward the limitation on unsecured Debt under this Section 5.31(g) (except to the extent the amount of such new Debt exceeds the amount of such outstanding Debt being refinanced) during the period starting on the later of (i) unsecured the incurrence of such new Debt and (ii) subject 180 days prior to subordination terms as are market for the maturity date of such outstanding Debt and ending upon the refinance of such outstanding Debt), including indefinite payment blockage on any payment default so long as: (i) with respect to the Obligations Existing Debt (after as defined below), during each period beginning on each date that is ninety (90) days prior to the expiration maturity of any cure periodssuch Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (ii) and not less than one year payment blockage on any non-payment default with respect to any Debt other than Existing Debt (but including without limitation any full or partial refinancing of the Obligations Existing Debt): (A) the Debt has a maturity after the expiration of any cure periods); Termination Date (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to any extensions exercised after the incurrence thereof and on the date or refinance of such incurrence Borrower delivers Debt); (B) the Debt has no amortization, or mandatory redemption, repurchase or prepayment, prior to the Administrative Agent a certificate Termination Date (after giving effect to any extensions of a Responsible Officer the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to such effect. For the avoidance of doubt, any convertible Debt incurred extensions exercised after the date hereof incurrence or refinance of such Debt); provided, however, Debt up to an aggregate outstanding principal amount of $175,000,000 with mandatory amortization payments may be incurred under this clause (B) as long as the amortization payments on such Debt do not exceed 10% of the original principal amount of such Debt in any twelve (12) month period; provided further, that the customary put rights or repurchase or redemption obligations arising out of circumstances that would constitute a “fundamental change” or a “change of control repurchase event” (as such terms are customarily defined in convertible note offerings and investment grade note offerings, as applicable) or be Events of Default under this Agreement shall not be deemed to be in violation “amortization”, “mandatory redemption”, “mandatory repurchase” or “mandatory prepayment” for purposes of this clause (dB); provided further, that none of (w) the conversion features under convertible notes; (x) the triggering and/settlement thereof or (y) any cash payment made in respect thereof, shall be deemed to be “amortization”, “mandatory redemption”, “mandatory repurchase” or “mandatory prepayment” for purposes of this clause (B); (C) the terms of the Debt are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by Borrower (other than financial covenants and events of default, which shall be no more restrictive upon Borrower and the other Loan Parties, while any Revolver Commitments or Advances are outstanding, than those set forth in this Agreement; provided, however, that the customary put rights or repurchase or redemption obligations arising out of circumstances that would constitute a result “fundamental change” or a “change of extensions control repurchase event” (as such terms are customarily defined in convertible note offerings and investment grade note offerings, as applicable) or be Events of Default under this Agreement shall not be deemed to be more restrictive for purposes of this clause (C)); and (D) during each period beginning on each date that is ninety (90) days prior to the Termination Date effective after maturity of any such Debt and continuing until the original incurrence maturity of any such convertible Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (h) other Debt of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding.

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement SixthEighth Amendment Effective Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate Conformed Credit Agreement - Page 101 140760.01015/130833253v.5 outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) other than with respect to Immaterial Subsidiaries, convertible Debt incurred after the date hereof Closing Date with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to (i) a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii)) or (ii) a direct or indirect parent of such Loan Party or Subsidiary of a Loan Party so long as such Debt is (x) unsecured and (y) subject to subordination terms reasonably satisfactory to Administrative Agent; and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect. For ; (g) the avoidance Subordinated Main Street Debt; (h) obligations (including Guarantees) in respect of doubtStandard Securitization Undertakings; (i) other than with respect to Immaterial Subsidiaries, any convertible Debt incurred Unsecured Longer- Term Debt, so long as (ix) no Default exists at the time of the incurrence, refinancing or replacement thereof (or immediately after the date hereof shall not be deemed incurrence, refinancing or replacement thereof) and (y) prior to be in violation of clause (d) as a result of extensions and immediately after giving effect to the Termination Date effective incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 5.04, 5.07 and 5.10; and (j) other than with respect to Immaterial Subsidiaries, Unsecured Shorter-Term Debt and Special Unsecured Debt in an aggregate principal amount that, taken together with other Debt of the Borrower, will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the original incurrence of such convertible Debt.of

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: : (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; ; (b) Debt of SBIC Entities incurred in the Debt existing and outstanding on the Restatement Date described on Schedule 5.31; ordinary course of business; (c) [reserved]; (d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.00; 5,000,000; (de) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms materially no more restrictive than those in this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed $35,000,000 in the aggregate at any one time outstanding with maturities not to exceed six (6) months; (g) unsecured Debt of the Loan Parties in an aggregate outstanding principal amount not in excess of $575,000,000 at any time (including without limitation the Existing Debt (as defined below) and any Debt incurred in whole or in part in full or partial refinancing of the Existing Debt), so long as: (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations Existing Debt (after as defined below), during each period beginning on each date that is ninety (90) days prior to the expiration maturity of any cure periodssuch Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (ii) and not less than one year payment blockage on any non-payment default with respect to any such Debt incurred or refinanced after November 20, 2015 (including without limitation any full or partial refinancing of the Obligations Existing Debt): (A) the Debt has a maturity after the expiration of any cure periods); Termination Date (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to any extensions exercised after the incurrence thereof and on the date or refinance of such incurrence Borrower delivers Debt); (B) the Debt has no amortization, or mandatory redemption, repurchase or prepayment, prior to the Administrative Agent a certificate Termination Date (after giving effect to any extensions of a Responsible Officer the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to such effect. For the avoidance of doubt, any convertible Debt incurred extensions exercised after the date hereof incurrence or refinance of such Debt); provided, that the customary put rights or repurchase or redemption obligations arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed to be in violation “amortization”, “mandatory redemption”, “mandatory repurchase” or “mandatory prepayment” for purposes of this clause (dB); (C) the terms of the Debt are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as a result reasonably determined in good faith by Borrower (other than financial covenants and events of extensions default, which shall be no more restrictive upon Borrower and the other Loan Parties, while any commitments or Loans are outstanding, than those set forth in this Agreement); and (D) during each period beginning on each date that is ninety (90) days prior to the Termination Date effective after maturity of any such Debt and continuing until the original incurrence maturity of any such convertible Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (h) other Debt of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) convertible Debt incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect; and (g) the Subordinated Main Street Debt. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (d) as a result of extensions to the Termination Date effective after the original incurrence of such convertible Debt.

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) the Debt existing and outstanding on the Restatement Eighth Amendment Effective Date described on Schedule 5.31; (c) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (c) shall not at any time exceed $1,000,000.00; (d) other than with respect to Immaterial Subsidiaries, convertible Debt incurred after the date hereof Closing Date with a maturity when incurred not less than one year after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreement, so long as such Debt is (i) unsecured and (ii) subject to subordination terms as are market for such Debt, including indefinite payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to (i) a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii)) or (ii) a direct or indirect parent of such Loan Party or Subsidiary of a Loan Party so long as such Debt is (x) unsecured and (y) subject to subordination terms reasonably satisfactory to Administrative Agent; and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect; (g) the Subordinated Main Street Debt; (h) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) other than with respect to Immaterial Subsidiaries, Unsecured Longer-Term Debt, so long as (x) no Default exists at the time of the incurrence, refinancing or replacement thereof (or immediately after the incurrence, refinancing or replacement thereof) and (y) prior to and immediately after giving effect to the incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 5.04, 5.07 and 5.10; (j) other than with respect to Immaterial Subsidiaries, Unsecured Shorter-Term Debt and Special Unsecured Debt in an aggregate principal amount that, taken together with other Debt of the Borrower, will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Unsecured Shorter-Term Debt and Special Unsecured Debt; provided that in no event shall the aggregate principal amount of debt incurred pursuant to this Section 5.31(j) exceed an amount equal to $300,000,000 nor shall the aggregate principal amount of Unsecured Shorter-Term Debt incurred pursuant to this Section 5.31(j) exceed an amount equal to $250,000,000 on or after the Eighth Amendment Effective Date and (k) other Debt of any Loan Party or Subsidiary of a Loan Party in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding. For the avoidance of doubt, any convertible Debt incurred or refinanced after the date hereof Closing Date shall not be deemed to be in violation of clause (d) as a result of (i) extensions to the Termination Date or the Final Maturity Date effective after the original incurrence or refinance of such convertible Debt or (ii) the inclusion of terms that relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt.). Conformed Credit Agreement - Page 101

Additional Debt. No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases), except for: (a) the Debt owed to the Lenders and Hedge Counterparties under the Loan Documents; (b) Debt of SBIC Entities; (c) the Debt existing and outstanding on the Restatement First Amendment Effective Date described on Schedule 5.31; (cd) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (cd) shall not at any time exceed $1,000,000.003,000,000.00; (de) convertible Unsecured Longer-Term Indebtedness; (f) Debt incurred after evidenced by the date hereof with a maturity when incurred not less than one year after March 2022 Notes and December 2022 Notes; (g) the Termination Date (after giving effect to any extensions obligations of the Termination Date which have been exercised at the time of incurrence Borrower under Permitted SBIC Guarantees; and (h) Debt of the Debt but not giving effect Borrower or any Subsidiary to the Borrower or any extensions exercised after the incurrence of such Debt) and with terms no more restrictive than those in this Agreementother Subsidiary, so long as such Debt is provided (i) unsecured such Debt shall not have been transferred to any Person other than the Borrower or any Subsidiary and (ii) subject to subordination terms as are market for any such Debt, including indefinite Debt owing by any Loan Party shall be unsecured and subordinated in right of payment blockage on any payment default with respect to the Obligations (after the expiration of any cure periods) and not less than one year payment blockage on any non-payment default with respect to the Obligations (after the expiration of any cure periods); (e) Debt owing to a Loan Party that is incurred as the borrower of a loan or advance permitted under Section 5.11(iii); and (f) Debt of Structured Subsidiaries; provided that on the date that such Debt is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants for which compliance must be regularly certified pursuant to Section 5.01(c) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effectObligations. For the avoidance of doubt, any convertible Debt incurred after the date hereof shall not be deemed to be in violation of clause (de) as a result of extensions an extension to the Termination Date effective after the original incurrence of such convertible Debt.