Common use of Additional Debt Clause in Contracts

Additional Debt. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.

Additional Debt. CreateThe Borrower shall not issue, incurassume, assume create, incur or suffer to exist any Debt, other than except for: (a) the Debt owed to the Lenders, the Issuing Lender and Swingline Lender under this Credit Agreement and the Credit Documents; (b) the Debt existing and outstanding on the Closing Date described on Schedule 5.28; (c) Debt from any 2009-2012 Debt Issuance(s); provided that (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in Debt, together with the outstanding principal amount of all other Debt from all of the other 2009-2012 Debt Issuance(s), does not exceed $550,000,000; (ii) such Debt does not have a final maturity date occurring on or prior to Xxxxx 00, 0000, (xxx) such Debt does not provide for any amortization payments, (iv) such Debt does not have any financial maintenance covenants, (v) such Debt does not contain any cross default provision to any of the Credit Documents (for the avoidance of doubt, cross acceleration provisions and defaults for failure of the Credit Parties to make payments under other Debt are not considered cross default provisions for purposes of this clause (v)), and (vi) the terms and conditions of such Debt are set forth in excess the 2009-2012 Debt Documentation and are otherwise identical to the terms and conditions set forth in that certain Indenture, dated as of that July 27, 2009 (and as in effect immediately on such date), between the Borrower and the HY Trustee or on terms and conditions that are satisfactory to the Agent; (d) any additional Debt not permitted in clauses (a)-(c) of this Section 5.28 (other than Debt of a Credit Party with respect to Capital Leases, purchase money Debt and Cash Collateralized Letters of Credit); provided that (i) such Debt does not have a final maturity date occurring on or prior to March 31, 2013 and (ii) after giving effect to the incurrence of any such extensionDebt, renewal, refinancing or replacement except by an amount equal to the Initial Borrower will be in compliance with the provisions of Section 5.32. No Credit Party shall have any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claimsCapital Leases or purchase money Debt, except for Permitted Purchase Money Indebtedness. Notwithstanding anything to the contrary herein, the Borrower shall not refinance, exchange or issue any Debt or equity in each case incurred in exchange for the ordinary course of businessLoans held by, in an aggregate outstanding amount at any time not exceeding $2,000,000and/or the Credit Party Obligations of, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) the Non-Extending Lenders without the consent of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeMajority Extending Lenders.

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. CreateNo Obligor or Subsidiary of an Obligor shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents; (b) the Debt existing and outstanding on the Closing Date described on Schedule 6.29; (c) Subordinated Debt; (d) unsecured Subordinated Debt to the extent also contractually subordinated to the Junior Lender not otherwise permitted under this Section 6.29, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Obligors and Subsidiaries of Obligors not otherwise permitted under this Section 6.29 shall not, at any time not exceeding time, exceed $5,000,000, in each case, for intercompany loans 500,000; (e) guarantees and other contingent obligations of the Borrower or advances, any Subsidiary of Debt or other obligations of the Borrower or any Subsidiary otherwise permitted hereunder so long as the Person providing such guarantee or other contingent obligation could have incurred the Debt or other obligations that are being guaranteed; (vf) [intentionally omitted], obligations under Hedge Agreements that are permitted under Section 6.32; (vig) Debt arising from the honoring by a bank or other financial institution of any Subsidiary that is not a Loan Party owing to any Loan Partycheck, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans draft or advances, similar instrument inadvertently (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase except in the outstanding principal amount case of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (ydaylight overdrafts) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred drawn against insufficient funds in the ordinary course of business; provided, in an aggregate outstanding amount at any time not exceeding $2,000,000however, that such Debt is extinguished within two (x2) Business Days of incurrence; (h) Debt consisting arising in connection with endorsement of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred instruments for deposit in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, business; (i) Debt of Foreign Subsidiaries in an aggregate outstanding amount not to exceed $500,000 at any time not exceeding $3,000,000, outstanding; and (xiij) Debt of the Borrower or any of its Subsidiaries incurred in connection with Capital Leases and purchase money Debt Table of Contents of the Borrower or any of its Subsidiaries in an aggregate amount not exceeding to exceed $1,125,000 outstanding 500,000 at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeoutstanding.

Additional Debt. CreateExcept in the case of Refunding Bonds issued pursuant to Section 206 of the General Resolution, incurissue or permit the LIPA Subsidiary to issue any Bonds, assume Parity Obligations, Subordinated Indebtedness or suffer other Debt payable from or secured by Revenues (collectively, “Additional Debt”) unless the Bank receives the following: A Certificate of an Authorized Representative of the Authority setting forth (1) the Revenues for any twelve (12) consecutive calendar months out of the eighteen (18) calendar months immediately preceding the month in which such Additional Debt is to exist be issued, (2) the Debt Service for all Outstanding Bonds and Subordinated Indebtedness and the amount payable under all Parity Obligations during such twelve-month period for which Revenues are determined in accordance with clause (1) above, excluding in each case any Debt, amount thereof paid from sources other than Revenues, and (i3) Debt incurred the sum of the Required Deposits for such twelve-month period (excluding Required Deposits for the payment of Outstanding Bonds, Subordinated Indebtedness, and Parity Obligations which are captured in clause (2) above), all other payments required pursuant to the Loan DocumentsGeneral Resolution, (ii) Debt of the Subordinated Resolution, any Loan Party owing Credit Facility, Subordinated Credit Facility, or any other Document, and all other payments required for the System for such twelve-month period, including but not limited to another Loan Party, payments necessary to satisfy the Rate Stabilization Fund Requirement in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date accordance with Section 5.14 hereof and listed payments of the principal of and interest on Schedule 8(d)Permitted Subordinate Debt, and extensions, renewals, refinancings and replacements thereof, provided showing that the amount set forth in clause (1) is at least equal to the sum of (x) for all Debt listed on Schedule 8(d110% of the amount set forth in clause (2) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) 100% of the amount set forth in clause (3); or A Certificate of a Rate Consultant setting forth (A) the estimated Revenues for each of the full Fiscal Years in the period beginning with the Fiscal Year in which such Additional Debt is to be issued and ending with the fifth full Fiscal Year after the date such Additional Debt is to be issued, (B) the estimated Debt Service for all Bonds and Subordinated Indebtedness and estimated amounts payable under all Parity Contract Obligations, during each Fiscal Year for which Revenues are estimated, (C) the projected Debt described Service for all Bonds and Subordinated Indebtedness, including such Additional Debt, and projected amounts payable under Parity Contract Obligations, projected to be issued for any purpose during each Fiscal Year for which Revenues are estimated, and (D) the sum of the estimated and projected Required Deposits for each such Fiscal Year (excluding Required Deposits for the payment of Outstanding Bonds, Subordinated Indebtedness and Parity Obligations which are captured in clause (C) above), all other payments required pursuant to the General Resolution, the Subordinated Resolution, any Credit Facility, Subordinated Credit Facility, or any other Document, and all other payments required for the System for such twelve-month period, including but not limited to payments necessary to satisfy the Rate Stabilization Fund Requirement in accordance with Section 5.14 hereof and payments of the principal of and interest on Permitted Subordinate Debt, and showing that for each such Fiscal Year the amount set forth in clause (A) is at least equal to the sum of (x) 110% of the sum of the amounts set forth in clauses (10B) – and (20) of Schedule 8(dC), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect and (y) 100% of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described set forth in clause (cD). The Rate Consultant may base its estimates and projections upon such factors as it shall consider reasonable, a statement to which effect shall be included in such Certificate. For purposes of this Section 6.1(e), (1) Revenues shall include any amount withdrawn in any Fiscal Year from the Rate Stabilization Fund which was on deposit therein prior to such Fiscal Year, (2) Revenues shall not include any proceeds from the sale of assets of the definition LIPA Subsidiary or proceeds of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted]insurance, and (xv3) any Debt Service for Bonds or Subordinated Indebtedness, Parity Contract Obligations and Required Deposits shall not include any amounts thereof expected by the Authority to be paid from any funds, other Debt in an amount than the Revenues, reasonably expected by the Authority to be available therefor (including, without limitation, the anticipated receipt of proceeds of sale of Bonds or Subordinated Indebtedness, or moneys not exceeding $1,000,000 in a part of the aggregate at any timeTrust Estate, expected by the Authority to be used to pay the principal of Bonds, Parity Obligations, Subordinated Indebtedness or Subsidiary Unsecured Debt).

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Collateral Agent in each case, for intercompany loans or advances, their sole discretion; (iiid) Debt of any Subsidiary that is under the Indenture evidenced by the Senior Subordinated Notes; and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than Senior Subordinated Notes or as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. CreateThe Borrower shall not issue, incurassume, assume create, incur or suffer to exist any Debt, other than except for: (a) the Debt owed to the Lenders, the Issuing Lender and Swingline Lender under this Credit Agreement and the Credit Documents; (b) the Debt existing and outstanding on the Closing Date described on Schedule 5.28; (c) Debt from any 2009 Debt Issuance(s); provided that (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in Debt, together with the outstanding principal amount of all other Debt from all of the other 2009 Debt Issuance(s), does not exceed $400,000,000; (ii) such Debt in excess of that in effect immediately does not have a final maturity date occurring on or prior to Xxxxx 00, 0000, (xxx) such Debt does not provide for any amortization payments, (iv) such Debt does not have any financial maintenance covenants, (v) such Debt does not contain any cross default provision to any of the Credit Documents (for the avoidance of doubt, cross acceleration provisions and defaults for failure of the Credit Parties to make payments under other Debt are not considered cross default provisions for purposes of this clause (v)), and (vi) the terms and conditions of such Debt are set forth in the 2009 Debt Documentation and are otherwise on terms and conditions that are satisfactory to the Agent; (d) any additional Debt not covered in clauses (a)-(c) of this Section 5.28 (other than Debt of a Credit Party with respect to Capital Leases, purchase money Debt and Cash Collateralized Letters of Credit); provided that (i) such Debt does not have a final maturity date occurring on or prior to March 31, 2013 and (ii) after giving effect to the incurrence of any such extensionDebt, renewal, refinancing or replacement except by an amount equal to the Initial Borrower will be in compliance with the provisions of Section 5.32. No Credit Party shall have any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claimsCapital Leases or purchase money Debt, except for Permitted Purchase Money Indebtedness. Notwithstanding anything to the contrary herein, the Borrower shall not refinance, exchange or issue any Debt or equity in each case incurred in exchange for the ordinary course of businessLoans held by, in an aggregate outstanding amount at any time not exceeding $2,000,000and/or the Credit Party Obligations of, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) the Non-Extending Lenders without the consent of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeMajority Extending Lenders.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of such the Subordinated Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and being repaid; (y2) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the Borrower provides the Administrative Agent with written notice of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.repayment no less than fifteen

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Administrative Agent in each case, for intercompany loans or advances, its sole discretion; (iiid) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, under the Indenture evidenced by the Senior Subordinated Notes; (ive) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on secured by the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, Nevada Property provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding aggregate principal amount of such Debt in excess shall not exceed 80% of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith the Approved Value (as hereinafter defined) of the Nevada Property; and (yf) for all unsecured Debt described in clauses (10) – (20) of Schedule 8(d)not otherwise permitted under this Section 5.27, no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the aggregate outstanding principal amount of such which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. For purposes of clause (e) above, “Approved Value” shall mean the fair market value shown on an MAI appraisal of the Nevada Property obtained in excess anticipation of $22,000,000 such Debt, which appraisal shall comply with all rules and regulations of any applicable Governmental Authorities, shall be conducted by an amount equal appraiser satisfactory to the Administrative Agent, and shall otherwise be in form and substance satisfactory to the Administrative Agent in all respects. The Borrower will not, and will not permit any Subsidiary to, (a) redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as permitted by Section 5.08), (b) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Subordinated Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) designate any Debt of the definition of Borrower or any Applicable Subsidiary as “Senior Indebtedness,” “Senior Debt” or any similar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in a principal amount no less than the Credit Agreement incurred in principal amount of the ordinary course Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, such repayment no less than fifteen (xii15) calendar days prior to such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], being repaid; and (xv4) other prior to such repayment, the holder of such Substitute Subordinated Debt executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. Create(a) At any time during the Reinvestment Period (or, incurin the case of an issuance or incurrence, assume as applicable, solely of additional Preferred Shares or suffer to exist any Junior Mezzanine Secured Debt, other than at any time), the Issuer may (i) with the consent of a Majority of the Controlling Class (provided that such consent with respect to an issuance or incurrence of any existing Class of Debt incurred pursuant other than the Class A-1 Debt shall not be unreasonably withheld or delayed), issue or incur as applicable, and sell additional Debt of each existing Class of Debt (on a pro rata basis with respect to the Loan Documents, each Class of Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Debt (or to the most junior class of debt of the Issuer issued or incurred, as applicable, pursuant to this Indenture or the Class A-1L Credit Agreement, if any class of debt issued or incurred, as applicable, pursuant to this Indenture or the Class A-1L Credit Agreement other than the Secured Debt is then outstanding) (such additional debt, “Junior Mezzanine Secured Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance or incurrence, as applicable, of Additional Debt of any Loan Party owing existing Classes, the terms of the Debt issued or incurred must be identical to another Loan Party, in each case, for intercompany loans or advances, (iii) the respective terms of previously issued Debt of the applicable Class (except that the interest due on Additional Secured Debt will accrue from the issue date of such Additional Secured Debt and the spread or fixed rate of interest (after giving effect to any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans original issue discount) of such Secured Debt may be lower (or advances, (ivhigher) than those of the initial Secured Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, Class; provided that (x) for all if such Class is a Class of Floating Rate Debt, such Additional Secured Debt listed must also be Floating Rate Debt and have a floating rate based on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect same benchmark rate as the corresponding existing Class of such Floating Rate Debt, (y) if such Class is a Class of Fixed Rate Debt, such Additional Secured Debt must also be Fixed Rate Debt) and (z) the spread or result in an increase in the outstanding principal amount fixed rate of such Debt in excess of that in effect immediately prior to interest (after giving effect to such extensionany original issue discount) of any additional Class A-1 Debt may not be higher than those of the initial Class A-1 Debt issued on the Closing Date, renewal, refinancing or replacement except by an amount equal to unless a Majority of the Controlling Class consents; (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any premium, accrued interest, and reasonable additional Debt (net of fees and expenses incurred in connection therewith with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Secured Debt that exceeds the Preferred Shares’ proportional share of the Additional Debt issued or incurred at such time as Interest Proceeds; (v) the Overcollateralization Ratio with respect to each Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from Xxxx Xxxxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Secured Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Secured Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Secured Debt that is pari passu with such additional Secured Debt and (yB) for all Debt described such additional issuance or incurrence, as applicable, will not result in clauses the Issuer becoming subject to U.S. federal income tax with respect to its net income (10) – (20) including any tax liability imposed under Section 1446 of Schedule 8(dthe Code), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Secured Debt that bears a different securities identifier from the Secured Debt of the same Class that was issued or incurred on the Closing Date and is Outstanding at the time of the additional issuance or incurrence, as applicable; provided further that if an increase opinion to the effect that any additional Secured Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Secured Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (vii) unless only Junior Mezzanine Secured Debt treated as equity in the outstanding principal amount of Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such Debt at any time in excess of $22,000,000 and an amount equal to any premiumadditional issuance or incurrence, accrued interestas applicable, and reasonable fees and expenses will be issued or incurred in connection therewith, a manner that will allow the Issuer to accurately provide the information described in Treasury regulations Section 1.1275-3(b)(1)(i); (viii) [intentionally omitted]in the case of additional Debt of any one or more existing class of Debt that is treated as debt for U.S. federal income tax purposes, such additional Debt will be issued with a separate CUSIP number (ixto the extent a CUSIP number was assigned to the existing Class of Debt) unless the additional Debt under performance bonds is issued pursuant to a “qualified reopening” of the original series, is otherwise treated as part of the same “issue” of debt instruments as the original series or is issued with respect to workers’ compensation claimsless than a de minimis amount of original issue discount, in each case incurred for U.S. federal income tax purposes; (ix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the ordinary course U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of businesssuch additional issuance or incurrence, in an aggregate outstanding amount at any time not exceeding $2,000,000as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (x) Debt consisting in the case of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC, (xi) Debt described in clause (c) no Event of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business Default has occurred and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000is continuing, (xii) in the case of an issuance of Junior Mezzanine Secured Debt, such Junior Mezzanine Secured Debt may not exceeding $1,125,000 outstanding at have a stated maturity earlier than the earliest Stated Maturity of any time incurred to finance Secured Debt Outstanding, unless a Majority of the payment of property insurance premiums relating to its wood fiber business, Controlling Class consents and (xiii) [intentionally omitted], (xivan officer’s certificate of the Issuer is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timehave been satisfied.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders and Hedge Counterparties under the Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case SBIC Entities incurred in the ordinary course of business; (c) the Debt existing and outstanding on the Closing Date described on Schedule 5.31; (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, in an and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (d) shall not at any time not exceeding exceed $2,000,000, 5,000,000; (xe) Debt consisting of capital lease obligations in an aggregate outstanding amount at incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any time not exceeding $2,000,000, (xi) Debt described in clause (c) extensions of the definition 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 the Credit Agreement incurred in the ordinary course this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of business and arising under unsecured Swap Agreements that are Loan Parties to SBIC Entities not speculative in nature, in an aggregate outstanding amount at any time not exceeding to exceed $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 35,000,000 in the aggregate at any timeone time outstanding with maturities not to exceed six (6) months and (g) unsecured Debt hereafter incurred by the Loan Parties so long as (i) the aggregate outstanding principal amount of all Debt incurred under this clause (g) shall not at any time exceed $175,000,000, (ii) the Debt has a maturity when incurred 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), (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 maturity of 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 maturity date. For the avoidance of doubt, any Debt incurred after the date hereof shall not be deemed to be in violation of clause (e) or (g) as a result of (i) extensions to the Termination Date effective after the original incurrence of such 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. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omittedreserved], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 24,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted]Debt of the Ontario Pellets Entities pursuant to an Ontario Pellets Working Capital Credit Facility in an aggregate outstanding principal amount at any time not exceeding $15,000,000, (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.of

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other except for: (a) the Debt owed to the Banks, Swing Line Lender and the Issuing Banks; and (b) the Debt existing and outstanding on the Closing Date described on Schedule 5.32; (c) Debt incurred or assumed for the purpose of financing no more than 80% of the cost of acquiring or constructing an asset provided that: (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount of the Debt of the Loan Parties and their respective Subsidiaries incurred under this Section 5.32(c) shall not exceed, at any time not exceeding time, $5,000,000, in each case, for intercompany loans 15,000,000; and (ii) such Lien attaches to such asset (and no asset other than the asset so acquired or advances, constructed) concurrently with or within eighteen (v18) [intentionally omitted], months after the acquisition or completion of construction thereof; (vid) Contingent BFD Liabilities and Committed Contingent BFD Liabilities permitted under Section 5.10; provided that neither the Borrower nor any of its Consolidated Subsidiaries shall incur any Contingent BFD Liability or Committed Contingent BFD Liability after the date on which a Defaulted Contingent BFD Liability has occurred with respect to five BFD Stores; and (e) Debt of any Subsidiary that is not a Loan Party owing to any Loan Partyotherwise permitted under this Section 5.32, in an the aggregate outstanding principal amount at any time not exceeding $3,000,000of which shall not, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time, exceed $15,000,000.