Common use of Debt Clause in Contracts

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) Prepetition Debt outstanding on the Petition Date and set forth in Schedule 4.01(r) (including, without limitation, the Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt; (ii) Debt under the Loan Documents; (iiiii) Debt in respect of Hedge Agreements incurred in the case ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (iv) (A) Debt owed by any Loan Party or to any Subsidiary of a other Loan Party, (B) Debt owed to any other non-Debtor Subsidiary by any Loan Party or and (C) Debt owed by any whollynon-owned Debtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Loan PartyInvestment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, in each case, such Debt (yx) shall be on terms acceptable to the extent that the Administrative Agent and (z) requires that an intercompany loan is evidenced by a promissory note, such promissory note shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall (unless payable be subject to subordination provisions in form and substance satisfactory to the Borrower) by their terms Administrative Agent to be subordinated contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and the other Loan Parties Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under the Loan DocumentsCollateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Av) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases arising after the Closing Date not to exceed in the an aggregate principal amount equal to $10,000,000 2,500,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed consisting of guaranty Obligations in the aggregate at any time outstanding 10% ordinary course of Total Asset Value; andbusiness of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (viii) unsecured Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the incurrence ordinary course of which would not result in a Default under Section 5.04.business;

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, assume or suffer to existcreate, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt under to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) in the case of such Debt shall not be secured by any Loan Party assets other than assets securing such Debt, if any, prior to such renewal, extension, or any Subsidiary of a Loan Party, refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to any other Loan Party the Borrower or any wholly-owned to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of any Loan Party, provided that, in each case, obligor of such Debt (y) shall be on terms acceptable subordinated in right of payment to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties obligations under the Loan Documents; Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the Surviving aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 4.01(n10.1) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; not to exceed Two Million Dollars (iv$2,000,000) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt aggregate at any time outstanding secured by purchase money Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding,10.2; (Be) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates Guarantees incurred in the ordinary course of business with respect to surety and consistent with prudent business practicesappeal bonds, and performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture$1,000,000) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04aggregate liability; (vf) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out AgreementsAgent's sole discretion; (vig) endorsements of negotiable instruments for deposit or collection or similar transactions Guarantees, incurred in the ordinary course of business; , of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (vii) recourse secured Debt, a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Debt (A) is not recourse Person to any provide raw materials to the Borrower or a Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (Cii) shall not exceed in the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding 10% which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of Total Asset Value(A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (viiii) unsecured Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the incurrence of which would aggregate does not result in a Default under Section 5.04exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) Debt under the Loan DocumentsObligations and (ii) the Banking Services Obligations; (iib) in the case of [Reserved]; (c) intercompany Debt incurred by any Loan Credit Party or any Subsidiary of a Loan Party, Debt owed owing to any other Loan Party or any wholly-owned Subsidiary of any Loan Credit Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iiid) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingpenultimate paragraph of this Section 6.1), refunding or refinancing such Surviving Debtsubject to the limitations in the last paragraph of this Section 6.1; (ive) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens Hedging Arrangements permitted by under Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.046.15; (vf) in Debt arising from the case endorsement of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viig) recourse secured [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, provided that so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (Aii) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien otherwise on any Borrowing Base Assetcustomary terms, and (Ciii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time outstanding 10% of Total Asset Valuetime; and (viiin) unsecured Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the incurrence Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of which would Debt permitted under this clause (n) shall not result exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in a Default this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 5.046.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under the Loan Documents; (i) the Senior Notes and the Senior Notes Guarantees and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt of the Borrower in respect of Swap Agreements (A) existing on the case Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, such Lender at such time); provided that, in each caseall cases under this clause (c), all such Debt (y) Swap Agreements shall not be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes speculative in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt nature (including, without limitation, with respect to the JV Pro Rata Share term and purpose thereof); (d) Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Recourse Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Debt incurred after the Closing Date and secured by Liens expressly permitted under Section 7.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Joint VentureSubsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt not to exceed $100,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of Assets other than Borrowing Base Assetswhich financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the incurrence of which would Leverage Ratio shall not result in a Default under any of exceed the covenants contained ratio specified in Section 5.047.16(a) for such last day (it being understood that if such last day is prior to December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (vi) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viij) recourse secured DebtDebt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (i) secured and unsecured Debt (A) is of Non-Guarantor Subsidiaries in an aggregate amount not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $300,000,000 at any time outstanding 10% and (ii) secured and unsecured Debt of Total Asset ValueForeign Subsidiaries in an aggregate amount not to exceed $150,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a Non-Guarantor Subsidiary or (ii) Debt that is secured by a Lien on the assets of the Borrower or any of its Subsidiaries does not exceed $200,000,000 at any time outstanding; and (viiiq) unsecured Debt incurred in the incurrence ordinary course of which would business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under Section 5.04workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the importation of goods.

Debt. CreateNot, incur, assume or and not suffer to exist, or permit any of its Subsidiaries to Loan Party to, create, incur, assume or suffer to exist, exist any Debt, exceptexcept for the following Debt of the Borrower and/or Loan Party Subsidiaries: (ia) Debt Obligations under this Agreement and the other Loan Documents; (iib) Debt in respect of Capital Leases and purchase money Debt, in each case incurred for the case purpose of financing all or any part of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $100,000; (c) Debt of the Borrower to any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party or any that is a Wholly-Owned Subsidiary of a Loan Party, Debt owed the Borrower to any other the Borrower or another Loan Party or any whollythat is a Wholly-owned Owned Subsidiary of any Loan Party, the Borrower; provided that, in each case, that all such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes a global intercompany demand note in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable Agent and pledged and delivered to the Borrower) by their terms Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of hereunder in a manner satisfactory to the Loan Parties under the Loan DocumentsAgent; (iiid) the Surviving Debt described on Schedule 4.01(n) hereto in Section 7.1 of the Disclosure Letter as of the Closing Date, and any Permitted Refinancing Debt extending, refunding or refinancing such Surviving Debtthereof; (ive) Contingent Obligations arising with respect to customary indemnification obligations in the case favor of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,purchasers in connection with dispositions permitted under Section 7.4; (Af) Debt secured arising from the honoring by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary a bank or other financial institution of a Loan Party is a partycheck, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge draft or similar instrument drawn against fluctuations in interest rates or foreign exchange rates incurred insufficient funds in the ordinary course of business and consistent with prudent business practicesbusiness, and provided that such Debt is extinguished within two (D2) Non-Recourse Debt (including, without limitation, Business Days of notice to the JV Pro Rata Share Borrower or the relevant Subsidiary of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04its incurrence; (vg) Debt incurred in connection with the case financing of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions insurance premiums in the ordinary course of business; (viih) recourse secured Debtguaranties by the Borrower of the Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as such Debt is otherwise permitted under Section 7.1(a) or (b); (i) Debt under a Permitted AR Facility; (j) Debt consisting of Hedging Obligations; (k) unsecured Debt of the Borrower or any Subsidiary (i) that is convertible into Stock or Stock Equivalents and is validly subordinated by its terms to the payment of the Obligations on terms which shall provide that no payments of principal or interest may be made on such Debt prior to the Prepayment Date, (ii) that is validly subordinated by its terms to the payment of the Obligations on terms reasonably satisfactory to the Agent or (iii) in respect of earn-out, purchase price adjustment and similar obligations; provided that the aggregate principal amount of all such Debt under this clauses (Aii) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (Ciii) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would shall not result in a Default under Section 5.04exceed $10,000,000.

Debt. CreateThe Borrower shall not, incureither directly or indirectly, assume create, assume, incur or suffer to existhave outstanding any Debt (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Subsidiaries to create, incur, assume or suffer to exist, any Debtother Person, except: (ia) Debt the Obligations under this Agreement and the other Loan Documents; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations obligations of the Loan Parties under the Loan DocumentsBorrower for Taxes, assessments, municipal or other governmental charges; (iiic) obligations of the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingBorrower for accounts payable, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstandingfor money borrowed, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viid) recourse secured DebtDebt of the Borrower to any domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate, or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate; provided that such Debt (A) is not recourse shall be evidenced by a note in form and substance reasonably satisfactory to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Assetthe Bank and pledged and delivered to the Bank pursuant to the Loan Documents as additional collateral security for the Obligations, and the obligations under such note shall be Subordinated Debt; (Ce) Hedging Obligations incurred in favor of the Bank, an Affiliate thereof or a Person for bona fide hedging purposes and not for speculation; (f) Capitalized Lease Obligations, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (g) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during the term of this Agreement; (h) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (i) other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any time outstanding 10% of Total Asset Value; andnot to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). (viiij) any Debt of the Borrower to the Guarantor or US BioEnergy Corporation so long as such Debt is subordinate to this Loan, is unsecured Debt and not in excess of Two Million and 00/100 Dollars ($2,000,000) and is subject to the incurrence execution and delivery of which would not result a subordination agreement signed by Guarantor and/or U.S. Bio Energy Corporation in a Default under Section 5.04mutually agreeable form similar to the agreement attached as Schedule 9.1(j).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, in each case incurred in the ordinary course of business and consistent with prudent business practice, (B) Debt owed to a Loan Party; and (C) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, (2) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (6) such Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Loan Documents;Administrative Agent. (ii) in the case of any Loan Party or Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any the Borrower that is not a Loan Party, provided that; and (iii) the Guaranties and, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (iiiB) the Surviving Debt described on Schedule 4.01(n) hereto So long as no Default has occurred and any Refinancing Debt extendingis continuing, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, ; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (1B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party is a party, any Contingent Obligation Debt of such the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the Obligations obligations of such Subsidiary under such the Capitalized Lease, Leases permitted under this clause (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and); (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in Person that becomes a Default under any Subsidiary of the covenants contained Borrower after the Effective Date in accordance with the terms of Section 5.045.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (vE) So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the case of the Parent Guarantor event that a Default has occurred and the Borrower, Debt consisting of Customary Carve-Out Agreementsis continuing; (viF) endorsements the Surviving Debt set forth on Schedule 5.02(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viiI) recourse secured Debt, provided that such Debt (A) is in respect of letters of credit in an aggregate amount not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $10,000,000 at any time outstanding 10% outstanding; (J) Debt in respect of Total Asset Valueindemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the Loan Parties and their respective Subsidiaries; (K) Obligations in respect of the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such plan are on the Borrower’s balance sheet; and (viiiL) unsecured Guarantee obligations of the Guarantors in respect of Debt of the incurrence of which would not result in a Default under Borrower permitted pursuant to Section 5.045.02(b)(i)(C).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (iiy) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan PartyParty (other than an Excluded Subsidiary), provided that, in each case, such Debt (y1) shall be on terms acceptable to the Administrative Agent and (z2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any Excluded Subsidiary, Debt owed to any other Excluded Subsidiary; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(iii) not to exceed in the aggregate $10,000,000 7,500,000 at any time outstanding, (BC) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, any Contingent Obligation Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized LeaseLeases, (CD) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practicespractice, (F) Unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any one time outstanding, and (DG) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (iii) In the case of the Parent Guarantor or any of its Subsidiaries: (A) Debt under Customary Carve-Out Agreements, (B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an amount not to exceed in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04; (viv) in the case of the Parent Guarantor and the BorrowerGuarantor, Debt consisting of Customary Carve-Out Agreements;under the Loan Documents; and (viv) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateNone of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will incur, incurcreate, assume or suffer permit to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt under the Loan DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsBorrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (iiic) accounts payable (for the Surviving Debt described on Schedule 4.01(ndeferred purchase price of Property or services) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not from time to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practiceswhich, and (D) Non-Recourse Debt (includingif greater than 90 days past the invoice or billing date, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) are being contested in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default good faith by appropriate proceedings if reserves adequate under any of the covenants contained in Section 5.04GAAP shall have been established therefor; (vd) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsunder leases permitted under Section 9.08; (vie) endorsements Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessany Obligor’s Oil and Gas Properties; (viif) recourse secured Debt of the Obligors under Hedging Agreements permitted under Section 9.02; (g) Debt to AAI not to exceed $15,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinthat, (Bi) is not secured by any Lien on any Borrowing Base Assetsuch Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (Cii) such Intercompany Debt in excess of $250,000 shall not exceed be evidenced by an Intercompany Note pledged to secure the Obligations and in the aggregate at any time outstanding 10% possession of Total Asset Valuethe Administrative Agent; and (viiii) unsecured Debt of the incurrence of which would Borrower and its Subsidiaries not result otherwise described under subparagraphs (a) through (h) above not to exceed $5,000,000 in a Default under Section 5.04the aggregate.

Debt. CreateParent and the Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to Consolidated Subsidiary to, create, incur, assume or suffer permit to exist, exist any Debt, except: (i) Debt created under the Loan Documents; (ii) Debt in respect of the Senior Notes, the New Senior Notes (Issued 2010) and the New Senior Notes (Issued 2011) in an aggregate principal amount of all such Debt not exceeding $440,000,000 at any time outstanding; provided that the net cash proceeds of the New Senior Notes (Issued 2010) shall be applied to redeem the Senior Notes until redeemed in full (it being understood that to the extent New Senior Notes (Issued 2010) are issued prior to the date that the Senior Notes may be redeemed pursuant to their terms and any redemption notice delivered with respect thereto, the Senior Notes may remain outstanding until the first date that they are permitted to be so redeemed); (iii) Debt under the Term Loan Documents in an aggregate principal amount not to exceed (a) $135,000,000 in respect of term loans and (b) €40,000,000 in respect of the Revolving Facility (as defined in the Term Loan/Euro RCF Agreement); (iv) (a) Debt among the Loan Parties, (b) subject to Section 11.5, Debt owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Debt among the Foreign Consolidated Subsidiaries (other than Loan Parties), (d) Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties and (e) the LuxFinCo-U.S. Holdings Note, provided in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to any other the Loan Party or any wholly-owned Subsidiary Parties incurred after the Closing Date, the aggregate principal amount of any Loan Party, provided that, in each case, such Debt outstanding shall not exceed $25,000,000 at any one time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Consolidated Subsidiaries of the Borrower as permitted under Section 11.5(b); provided further (yi) shall be on terms acceptable to the Administrative Agent and (z) all such Debt shall be evidenced by promissory notes and, except with respect to any Debt owing to any Foreign Consolidated Subsidiary, all such notes shall, subject to the Intercreditor Agreement, be subject to the Security Interest of the Agent, and (ii) except with respect to any intercompany Debt among Foreign Consolidated Subsidiaries (other than Loan Parties), all such Debt shall be unsecured and subordinated in form and substance right of payment to the payment in full of the Debt pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iiiv) Guarantees by the Surviving Borrower of Debt described on Schedule 4.01(n) hereto of any Consolidated Subsidiary of the Borrower and by any Refinancing Consolidated Subsidiary of Debt extendingof the Borrower or any other Consolidated Subsidiary of the Borrower, refunding provided that Guarantees by the Borrower or refinancing such Surviving Debtany Subsidiary Loan Party of the Borrower of Debt of any Consolidated Subsidiary that is not a Loan Party shall be subject to Section 11.5; (ivvi) Debt in respect of Hedging Agreements; (vii) Debt incurred by the Borrower or any Consolidated Subsidiary of the Borrower constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims or self-insurance; (viii) Debt outstanding on the date hereof and listed on Annex VI and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (ix) Debt of a Consolidated Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed by the Parent or any Wholly-Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Debt), so long as (A) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Debt of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Debt shall not exceed $20,000,000 at any one time outstanding and (C) in the case of each Loan Party (other than such Debt of the Parent Guarantor) and its Subsidiaries,Permitted Acquisition of the target referred to as “Drumet”, the aggregate principal amount of such Debt shall not exceed $107,000,000 Polish zlotys at any one time outstanding; (Ax) Debt secured arising from the honoring by Liens permitted by Section 5.02(a)(iv) not to exceed a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the aggregate $10,000,000 at any time outstanding,ordinary course of business, provided that such Debt is extinguished within five (5) Business Days of its incurrence; (Bxi) (1) Capitalized Leases not without duplication, Debt permitted as Investments pursuant to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,Section 11.5; (Cxii) Debt in with respect of Hedge Agreements designed to hedge against fluctuations in interest rates workmen’s compensation claims, self-insurance, performance bonds, surety bonds, appeal bonds or foreign exchange rates incurred other similar bonds required in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would that do not result in a Default under any or an Event of the covenants contained in Section 5.04Default; (vxiii) in the case Debt of the Parent Guarantor and Borrower or any Consolidated Subsidiary of the Borrower, Debt Borrower consisting of Customary Carvetake-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (viixiv) recourse secured additional Debt (whether or not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed $25,000,000 for all such Debt at any time outstanding; (xv) Debt, if any, arising from agreements of the Borrower and the Consolidated Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Consolidated Subsidiary otherwise permitted under this Agreement; (xvi) Debt, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (a) Debt of any Acquired Loan Party or any Foreign Consolidated Subsidiary of the Borrower (whether or not secured), consisting of local lines of credit incurred in the ordinary course of business of such Acquired Loan Party or Foreign Consolidated Subsidiary of the Borrower and not guaranteed by Parent, the Borrower or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, refundings, renewals, extensions or replacements thereof; provided that the aggregate principal amount of all such Debt under this clause (b) shall not exceed the United States dollar equivalent of $10,000,000 at any time outstanding; (xviii) The Luxembourg Equity Arrangements to the extent constituting Debt; (xix) Permitted Additional Indebtedness in an aggregate principal amount of all such Debt not exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (xx) Debt incurred by the Parent or any of its Consolidated Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Parent or any such Consolidated Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions; and (xxi) Refinancing Indebtedness to the extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans (as defined in the Term Loan/Euro RCF Agreement) being so refinanced in full in accordance with of the Term Loan/Euro RCF Agreement on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) is not recourse Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 11.12 as of the last day of the most recently ended fiscal quarter after giving effect to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinthe incurrence of such Debt, (B) is not secured by before and after giving effect to the incurrence of any Lien on any Borrowing Base AssetRefinancing Indebtedness, each of the conditions set forth in Section 4.03 of the Term Loan/Euro RCF Agreement shall be satisfied, and (C) the Borrower shall not exceed in the aggregate deliver to Agent at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt least five Business Days prior to the incurrence of which would not result such Refinancing Indebtedness (i) a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with clauses (A) and (B) of this clause (provided that such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless Agent provides notice to the Borrower of its objection during such five Business Day period) and (ii) in a Default under Section 5.04the case of Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Agent. In the event that any item of Debt meets more than one of the categories set forth above, the Borrower in its sole discretion may classify such item of Debt and only be required to include the amount and type of such Debt in one or more of such clauses, at its election.

Debt. Create, incur, assume guarantee or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except:except (other than with respect to Parent in subsections (b), (c) and (e)- (m) below): (ia) Debt Obligations under this Agreement and the other Loan Documents; (iib) in Debt secured by Liens permitted by Section 10.2.2(d) (Liens); provided, that the case aggregate amount of all such Debt at any time outstanding shall not exceed $175,000,000 at any time thereafter; (c) unsecured Debt of any Loan Party or any Subsidiary of a Loan Party, Debt owed (other than Parent) to any other Loan Party (other than Parent) or to any whollyother Wholly-owned Owned Subsidiary of any other than a Loan Party; provided, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes a demand note in form and substance reasonably satisfactory to the Administrative Agent, which promissory notes shall (unless payable Agent and pledged and delivered to Agent pursuant to the BorrowerSecurity Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) by their terms the obligations under such demand note shall be subordinated to the Obligations of Borrowers and the other Loan Parties hereunder and under the other Loan DocumentsDocuments in a manner and on terms reasonably satisfactory to Agent; (iiid) the Surviving Debt described on Schedule 4.01(n(i) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) solely in the case of each Loan Party (other than Parent and only for so long as the Parent Guarantor) and its Subsidiaries, (A) Subordination Agreement remains in effect, the Sponsor Debt secured by Liens permitted by Section 5.02(a)(iv) in a principal amount at any time outstanding not to exceed $15,000,000, less any principal payments made thereon after the Closing Date and (ii) so long as, at the time of incurrence thereof, no Default or Event of Default then exists or would result therefrom, any other unsecured Subordinated Debt in the aggregate $10,000,000 an amount at any time outstanding, (B) (1) Capitalized Leases outstanding not to exceed $10,000,000, in the aggregate $10,000,000 at any time outstandingand, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a partythis clause (ii), any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates extension, renewal or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any refinancing thereof so long as each of the covenants contained in Section 5.04applicable Refinancing Conditions are satisfied; (ve) Obligations under Hedging Agreements approved by Agent and incurred in the case favor of the Parent Guarantor a Lender or an Affiliate thereof for bona fide hedging purposes and the Borrower, Debt consisting of Customary Carve-Out Agreementsnot for speculation; (vif) endorsements Debt existing on December 31, 2010 (less payments made from such date through and including the Closing Date and excluding Debt to be Repaid) described on Schedule 10.2.1(f) (Existing Debt) and any extension, renewal or refinancing thereof so long as each of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessapplicable Refinancing Conditions are satisfied; (viig) recourse secured Debt, provided that the Debt to be Repaid existing on the Closing Date and set forth on Schedule 10.2.1(g) (Debt to be Repaid) (so long as such Debt is repaid on the Closing Date); (Ah) is not recourse unsecured Contingent Obligations arising with respect to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereincustomary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Ordinary Course of Business); (Bi) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate up to $5,000,000 at any time outstanding 10% of Total Asset Value; andsecured Acquired Debt of the type permitted pursuant to clause (b) of this Section 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (viiij) unsecured Contingent Obligations constituting (and all cases subject to the restrictions and limitations with respect to, but without duplication of liabilities in terms of contingent obligations guaranteeing previously included primary obligations for) Debt the incurrence of which would not result in a Default otherwise permitted under this Section 5.04.10.2.1

Debt. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist any Debt, Debt except: (ia) Debt under the pursuant to this Agreement or an Incremental Term Loan DocumentsAgreement; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations Current liabilities of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding Borrower or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and consistent with prudent business practices, andservices; (Dc) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) all obligations of such Person arising under letters of credit (including standby and commercial); (f) Debt solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned by the Borrower or a Subsidiary securing indebtedness of such Designated Joint Venture; (g) in respect other Debt of Assets other than Borrowing Base Assetsthe Borrower so long as, after giving effect to the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured such Debt, provided that such Debt (A) the Borrower is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Valuecompliance with Section 7.02; and (viiih) unsecured other Debt of the Subsidiaries of the Borrower so long as, after giving effect to the incurrence of which would such Debt, the aggregate outstanding principal amount of all Debt outstanding under this clause (j) does not result in a Default under Section 5.04exceed 15% of Consolidated Net Tangible Assets.

Debt. Create, incur, issue, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, exceptother than: (i) Debt under the Loan Credit Documents; (ii) in the case Debt of any Loan Party or any Restricted Subsidiary of a Loan Party, Debt owed the Borrower owing to any other Loan Party or any wholly-owned other Restricted Subsidiary of the Borrower; provided, that (a) any Debt of any Loan Party, provided that, in each case, such Debt Party owing to any non-Loan Party shall be (x) subject to the Intercompany Subordination Agreement and (y) shall be on terms acceptable evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory pledged as Collateral, to the Administrative Agent, which promissory notes shall (unless payable extent required pursuant to the BorrowerCollateral and Guarantee Requirements and (b) by their terms be subordinated Debt of any Person owing to the Obligations API incurred in reliance on this clause (ii), when aggregated with Debt of the Loan Parties under the Loan Documentsany API Excluded Subsidiary owing to API incurred in reliance on Section 7.02(f)(iii)(x), shall not exceed $10,000,000; (iii) the Surviving (x) Debt described on Schedule 4.01(n) hereto and of any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each API Excluded Subsidiary owing to any Loan Party (other than or any Restricted Subsidiary of the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) Borrower not to exceed in the aggregate $10,000,000 at any time outstanding, outstanding the Cumulative Credit (Bif positive) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstandingsuch time; provided that, and (2) in the case of this clause (x), Debt of any Capitalized Lease API Excluded Subsidiary owing to which API, when aggregated with Debt of any Person owing to API incurred in reliance on Section 7.02(f)(ii), shall not exceed $10,000,000 (y) Debt of any Loan Party or any Restricted Subsidiary of a the Borrower owing to any API Excluded Subsidiary; provided, that in the case of this clause (y), any Debt of any Loan Party is a partyowing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements; and (z) Debt of any Contingent Obligation of such Loan Party guaranteeing the Obligations of such API Excluded Subsidiary under such Capitalized Lease,owing to any other API Excluded Subsidiary; (Civ) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and any unused commitments or amounts in respect of Hedge Agreements designed to hedge against fluctuations in interest rates any such Debt so listed (collectively, the “Existing Debt”), and any Debt extending the maturity of, or foreign exchange rates replacing, refunding, renewing or refinancing, or (at the election of the Borrower) incurred in substitution of, in whole or in part, the ordinary course Existing Debt; provided that the aggregate principal amount of business all Existing Debt and consistent all such Debt incurred in connection with prudent business practicesany such extension, and (D) Non-Recourse replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (includingincluding unused commitments and amounts in respect thereof) on the Effective Date (it being understood that any Debt incurred in substitution of any Existing Debt need not be incurred concurrently with, without limitationbut shall be conditioned upon, the JV Pro Rata Share repayment and termination of Non-Recourse such Existing Debt of any Joint Venture) in respect of Assets other and may be incurred by a different obligor than Borrowing Base Assets, the incurrence of which would original Existing Debt if such obligor is not result in a Default under any of the covenants contained in Section 5.04Loan Party); (v) in the case Guarantees (x) by API of Debt of Foreign Subsidiaries that are Restricted Subsidiaries and (y) by any Restricted Subsidiary of API of Debt of API or any other Restricted Subsidiary of API permitted pursuant to this Section 7.02(f); provided that Guarantees by any Loan Party or any Restricted Subsidiary of the Parent Guarantor and the Borrower, Borrower of Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any API Excluded Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Total Asset ValueDebt of other Loan Parties permitted under Section 7.02(f)(xviii); (vi) Cash Management Obligations and Debt in respect cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business (and any Guarantees thereof); andprovided that the aggregate principal amount of all such Debt owing by API Excluded Subsidiaries shall not exceed in the aggregate at any time outstanding $30,000,000 and (y) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within 10 Business Days of incurrence; (vii) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (viii) unsecured Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the incurrence ordinary course of which would business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in a an Event of Default under Section 5.04.and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (ix) Debt evidenced by the IP Intercompany Note;

Debt. Create, The Borrower will not incur, assume create, assume, or suffer permit to exist, and will not permit any Subsidiary to incur, create, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under to the Lenders and the Issuing Bank pursuant to the Loan Documents; (b) Debt listed on Schedule 9.1; (c) unsecured Debt owed by a Guarantor to another Guarantor evidenced by a promissory note which is issued to satisfy any applicable state regulatory requirement for the issuance of a license for consumer loan activity, such promissory note being pledged to and held by the Agent as Collateral; (d) Guarantee by the Borrower of real estate lease obligations of a Guarantor; (e) subordinated Debt which is fully subordinated to the Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or would result from such payment, the maturity date of such Debt shall be later than the later of (i) the Revolving Credit Termination Date or (ii) in the case of any Term Loan Party or any Subsidiary of a Loan PartyTermination Date, Debt owed and other terms and conditions and pursuant to any other Loan Party or any wholly-owned Subsidiary of any Loan Partydocumentation, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes all in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to Agent and the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsRequired Lenders; (iiif) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtconsisting of CSO LCs; (ivg) Guarantees of the Debt permitted in the case of each Loan Party clause (other than the Parent Guarantorf) and its Subsidiaries,above; (Ah) Debt secured assumed by Liens permitted by Section 5.02(a)(iv) the Borrower or any Subsidiary in connection with Permitted Acquisitions in an aggregate amount not to exceed in the aggregate $10,000,000 5,000,000 at any one time outstanding,; (Bi) purchase money Debt which in each case shall not exceed 100% of the lesser of the total purchase price and the fair market value of such acquired asset as determined at the time of acquisition; (1j) Capitalized Leases not to exceed in Guarantees by the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which Borrower or any Subsidiary of real estate lease obligations of an employee or agent of Borrower or a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueGuarantor; and (viiik) unsecured Debt the incurrence of which would (other than Debt described in clauses (a) through and including (j) above) in an aggregate amount not result in a Default under Section 5.04to exceed $2,000,000.00 at any one time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates rates, and not for speculative purposes, incurred in the ordinary course of business and consistent with prudent business practicespractice, (B) Debt owed to a wholly owned Subsidiary of the Borrower, which Debt (x) shall be on subordinated terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, (C) Debt in respect of the Senior Subordinated Notes, in an aggregate principal amount not to exceed $175,000,000 or, if the Senior Subordinated Notes are not issued, Debt in respect of the Bridge Loans in an aggregate principal amount not to exceed $85,000,000, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assetsthe Senior Notes, in an aggregate principal amount not to exceed $100,000,000. (ii) in the incurrence case of which would not result in a Default under any Subsidiary of the covenants contained Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in Section 5.04;each case, such Debt (x) shall be on terms reasonably acceptable to the Administrative Agent and (y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent; and (viii) in the case of the Parent Guarantor Borrower and the Borrower, Debt consisting of Customary Carve-Out Agreements;its Subsidiaries, (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinDebt under the Loan Documents (which, in the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)), (B) is not Debt secured by any Lien on any Borrowing Base Asset, and (CLiens permitted by Section 5.02(a)(iv) shall not to exceed in the aggregate $30,000,000 at any time outstanding 10% of Total Asset Value; andoutstanding, (viiiC) unsecured Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the incurrence maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of which would the Senior Subordinated Notes or the Senior Notes, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not otherwise prohibited by the Loan Documents, provided further that the principal amount of such Surviving Debt or Debt in respect of the Senior Subordinated Notes or the Senior Notes shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a Default under Section 5.04.whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate,

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan PartyBMCA, Debt owed to any other Loan Party or any wholly-a wholly owned Subsidiary of any Loan PartyBMCA which is a Guarantor, provided that, in each case, such which Debt (yx) shall be on terms acceptable to the Administrative Agent constitute Pledged Debt and (zy) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Agent and such promissory notes shall (unless payable shall, in the case of Debt owed to the Borrower) by their terms a Loan Party, be subordinated to pledged as security for the Obligations of the Loan Parties holder thereof under the Loan DocumentsDocuments to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party Party, constitute Pledged Debt and (other than y) shall be evidenced by promissory notes in form and substance satisfactory to the Parent GuarantorAdministrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and the Elk Letters of Credit, (B) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the aggregate $10,000,000 at any time outstandingduring the term of this Agreement, (BC) So long as (1) Capitalized Leases not to exceed in no Default has occurred and is continuing (both at the aggregate $10,000,000 at any time outstandingof such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the case of principal amount thereof or any Capitalized Lease to which change in any Subsidiary of a Loan Party is a partydirect or contingent obligor thereof), any Contingent Obligation Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such Loan Party guaranteeing extending, refunding or refinancing Debt are market terms and conditions at the Obligations time of such Subsidiary under extension, refunding or refinancing and (y) any security arrangements in respect of such Capitalized Leaseextended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (CD) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of Hedge Agreements designed such extending, refunding or refinancing Debt prior to hedge against fluctuations December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in interest rates respect of such extended, refunded or foreign exchange rates refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers’ compensation liabilities, taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business business, (H) Debt of any entity acquired by BMCA or its Subsidiaries in accordance with the terms hereof so long as (i) such Debt was incurred prior to such acquisition (and consistent not in connection with prudent business practicesor contemplation of, such acquisition), (ii) both before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the Amortization Basket, and (DK) Non-Recourse Debt (including, without limitationAt any time prior to the thirtieth Business Day after the date of the Merger, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04Elk Private Notes.

Debt. CreateThe Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (iib) in accounts payable and accrued expenses, liabilities or other obligations to pay the case deferred purchase price of any Loan Party Property or any Subsidiary of a Loan Partyservices, Debt owed from time to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and consistent for which adequate reserves have been maintained in accordance with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04GAAP; (vc) Debt under Capital Leases not to exceed $15,000,000 in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsaggregate at any one time outstanding; (vid) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viif) recourse secured Debt, provided that such Permitted Second Lien Debt (A) is of the Borrower not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured exceed $200,000,000 and guarantees thereof by any Lien on Loan Party, in each case, subject to the Intercreditor Agreement; (g) Debt under Permitted Senior Unsecured Notes and guarantees thereof by any Borrowing Base Asset, and Loan Party; (Ch) shall other Debt not to exceed $15,000,000 in the aggregate at any one time outstanding 10% of Total Asset Valueoutstanding; and (viiii) unsecured Debt of the incurrence of which would not result in Borrower or a Default under Section 5.04Guarantor to the Borrower or any Guarantor.

Debt. Create, incur, assume or suffer to exist, or permit any of Said Borrower and its Subsidiaries will not incur or at any time be liable with respect to createany Debt except that the following shall be permitted, incurwithout duplication, assume or suffer to exist, any Debt, except: (i) Debt outstanding under this Agreement and the Loan Documents; Note, (ii) in the case of any Loan Party or any Subsidiary of Debt secured by a Loan PartyLien pursuant to Section 6.8(iii), Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described set forth on Schedule 4.01(n) hereto and any Refinancing Debt extending6.7 hereto, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party Debt by and between any Borrower and any other Borrower, (other than the Parent Guarantor) and its Subsidiaries, (Av) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at and between any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, Borrower and (2) in the case of any Capitalized Lease to which any Subsidiary of the Parent which is not a Loan Party Borrower, provided that at no time shall (y) the outstanding principal amount of such Debt owing by any such non-Borrower Subsidiary to a Borrower, less (z) the outstanding principal amount of such Debt owing by any Borrower to any such non-Borrower Subsidiary, when aggregated with all other Inter-company Transactions then outstanding, on a net basis, exceed $3,000,000, (vi) Debt of any Foreign Subsidiary, other than as set forth in clause (v) hereof, (vii) Debt permitted under Section 6.12, (viii) Guarantees by any Borrower of any obligation of any other Borrower, to the extent such obligation is not a Debt of the latter which is prohibited hereunder, (ix) Debt which is subordinated in priority of lien (if secured) and right of payment to Debt to the Bank pursuant to a subordination agreement to which the Bank is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cx) Debt in respect incurred from financing insurance premiums of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business Borrowers and consistent with prudent business practicestheir Subsidiaries, and and (Dxi) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse other unsecured Debt of any Joint Venture) Borrower in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the an aggregate principal amount outstanding at any time outstanding 10% not to exceed $500,000 of Total Asset Value; and (viii) unsecured all such Debt of all Borrowers in the incurrence of which would not result in a Default under Section 5.04aggregate.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04;. (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) Debt owed to the Parent Guarantor or to a Subsidiary of the Parent Guarantor incurred in connection with cash management operations in the ordinary course of business; (ii) Debt outstanding on the date hereof and identified as "Not To Be Refinanced" on Schedule 4.01(y); (iii) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower; (iv) Debt under the Loan Documents; (iiv) in Capitalized Leases and Debt incurred or assumed for the case purpose of any Loan Party financing all or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations part of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and cost of acquiring or constructing any Refinancing Debt extendingfixed or capital asset, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 50,000,000 at any time outstanding,; (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2vi) in the case of any Capitalized Lease the Parent Guarantor, Debt in respect of the Guaranteed Senior Debt, the Retained Marriott Bonds, the ▇▇▇▇▇, the indenture in respect of the ▇▇▇▇▇, as the same may be amended from time to which any Subsidiary of a Loan Party is a partytime, any Contingent Obligation of such Loan Party guaranteeing and the Obligations of such Subsidiary under such Capitalized Lease,▇▇▇▇▇ Allocation Agreement; (Cvii) Debt incurred to finance capital assets for specific clients in the ordinary course of business in connection with management contracts with such clients; (viii) Debt in respect of obligations secured by Liens permitted under Section 5.02(a)(viii); (ix) Debt in respect of Hedge Agreements designed entered into to hedge against fluctuations in currency, interest rates or foreign exchange rates incurred in the ordinary course of business rate and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case commodity price risks of the Parent Guarantor and its Subsidiaries arising from the Borrower, Debt consisting operations and financing of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments the Parent Guarantor and its Subsidiaries and not for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Valuespeculative purposes; and (viiix) unsecured other Debt the incurrence of which would not result permitted under clauses (i) through (ix) above in a Default under Section 5.04an aggregate principal amount outstanding at any time not to exceed $15,000,000.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $2,000,000 at any time outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan DocumentsDocuments to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Loan Party or any Restricted Subsidiary of a Loan Partythe Borrower, Debt owed to any other Loan Party the Borrower or any wholly-owned to a Restricted Subsidiary of any Loan Partythe Borrower, provided provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Agent and such promissory notes shall (unless payable shall, in the case of Debt owed to the Borrower) by their terms a Loan Party, be subordinated to pledged as security for the Obligations of the Loan Parties holder thereof under the Loan Documents;Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease), (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, andCapitalized Leases, (D) Non-Recourse (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (includingif any) and subordination (if any), without limitationand other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the JV Pro Rata Share Loan Parties or the Lender Parties than the terms of Non-Recourse any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) Debt of any Joint VenturePerson that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any obligations of the covenants contained Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in Section 5.04; (v) in the case of the Parent Guarantor connection with indemnity programs for employees and the Borroweror agents, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debtprovided, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall Contingent Obligations do not exceed in the aggregate at any time outstanding 10% $5,000,000, and (4) in respect of Total Asset Value; loans and advances made to employees and/or agents pursuant to the Commission Advance Program or on account of errors and omissions insurance coverage programs, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), (3) and (4) above plus the aggregate amount of loans and advances made pursuant to subsections (ii) and (xi) of Section 5.02(f) shall not exceed $6,000,000, (G) Debt under any insurance premium financing arrangement entered into in the ordinary course of business, and (viiiH) unsecured other Debt not otherwise prohibited by the incurrence terms of which would the proviso set forth at the end of this Section 5.02(b) and subordinated to Debt incurred hereunder on terms and conditions reasonably satisfactory to the Administrative Agent (except to the extent otherwise permitted by Section 8.06); provided, however, that notwithstanding the provisions of subsections (iii)(A) through (iii)(H) above, (x) the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is secured by Liens shall not result exceed $2,000,000 at any time outstanding and (y) the aggregate amount of all Debt described in a Default under Section 5.04subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above shall not exceed $6,000,000 at any time outstanding.

Debt. CreateIncur, incurassume, assume guarantee or suffer to exist, otherwise become or permit any of its Subsidiaries to create, incur, assume remain directly or suffer to existindirectly liable with respect to, any Debt, exceptexcept for: (a) Debt incurred or created hereunder and under the other Loan Documents (including Debt created under Section 2.09); (b) Debt outstanding on (or made pursuant to binding commitments existing on) the Effective Date as set forth on Schedule 6.01(b) and Permitted Refinancings thereof; (c) (i) Debt incurred or assumed by the Company or any of the Restricted Subsidiaries for the purpose of financing (except with respect to the equipment and fixed assets set forth on Schedule 6.01(c), within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of Debt incurred pursuant to this paragraph (c) shall not exceed $125,000,000; (d) intercompany Debt among the Company and its Subsidiaries; provided that (x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and delivered to the Administrative Agent as additional security for the Obligations, together with an appropriate allonge or note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), (r) or (t); (e) Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $150,000,000; (f) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Debt under assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Permitted Acquisition, (y) both immediately prior and after giving effect to any Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) the Loan DocumentsCompany and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Permitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, severance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) Debt in respect of credit card processing agreements, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts and in the case ordinary course of business; provided that any Loan Party such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Subsidiary Affiliate thereof) and (y) is extinguished within 30 days of a Loan Party, its incurrence; (l) Debt owed to any other Loan Party incurred by the Company or any wholly-owned Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Loan Partycredit, provided thatbank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Debt (y) shall be on terms acceptable Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the Administrative Agent requirements of, environmental or other permits or licenses from Governmental Authorities, and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentany refund, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations replacement, refinancing or defeasance of any of the Loan Parties under the Loan Documentsforegoing; (iiim) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt obligations in respect of Hedge Agreements designed to hedge against fluctuations surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in interest rates each case, issued or foreign exchange rates incurred created in the ordinary course of business and consistent with prudent past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business practices, of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (Ds) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint VentureLoan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in respect the case of Assets other than Borrowing Base Assetsterm loans, the incurrence of which would nominal amortization requirements not result in a Default under any to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants contained and events of default set forth in Section 5.04the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) to the extent such Debt is subordinated, the terms of such Debt provide for customary payment or lien subordination, as applicable, to the Obligations as reasonably determined by the Administrative Agent in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsgood faith; (vi) endorsements which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt is secured: (1) prior to the Fixed Asset Release Event, to the extent such Debt is secured by assets of negotiable instruments the Company and its Subsidiaries constituting Collateral, the Lien on such Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (I) in connection with any Debt (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for deposit the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or collection (II) in connection with any Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Fixed Asset Facility; (4) prior to the Fixed Asset Release Event, such Debt shall not be secured by any Intellectual Property or similar transactions in by the ordinary course Equity Interests of business;any Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, the Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (5) the aggregate principal amount of all such secured Debt shall not exceed the greater of (A) $2,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (C) may be guaranteed on a like basis by the other Loan Parties; and (vii) recourse secured Debt, provided that such Debt shall be in an aggregate principal amount not to exceed the greater of (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $5,000,000,000 at any time outstanding 10% of Total Asset Value; and and (viiiB) unsecured Debt an amount such that after giving pro forma effect to the incurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not result have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a Default under Section 5.04.maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (y) provisions related to any equity provisions of such Permitted Convertible Notes; (v) to the extent such Permitted Convertibl

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under the Loan Documents; (iib) in (i) the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provide that the aggregate principal amount of all such Debt (yat any one time outstanding pursuant to this Section 7.2(b)(i) shall be on terms acceptable not exceed $1,250,000,000, (ii) the 2024 Senior Notes and the 2024 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to the Administrative Agent and (zthis Section 7.2(b)(ii) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentnot exceed $1,750,000,000, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving 2025 Senior Notes and the 2025 Senior Notes Guarantees and, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,500,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 4.01(n7.2(b) hereto and any Permitted Refinancing Debt extending, refunding or refinancing such Surviving Debtthereof; (ivc) Debt of the Borrower in the case respect of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, Swap Agreements (A) Debt secured by Liens permitted by Section 5.02(a)(ivexisting on the Closing Date and described in Schedule 7.2(b) not to exceed in the aggregate $10,000,000 at any time outstanding, hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation or Affiliates of such Loan Party guaranteeing the Obligations of Lender at such Subsidiary time); provided that, in all cases under this clause (c), all such Capitalized Lease, (C) Debt in respect of Hedge Swap Agreements designed to hedge against fluctuations in interest rates shall be entered into for business, commercial or foreign exchange rates incurred financial purposes in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, with respect to the JV Pro Rata Share of Non-Recourse term and purpose thereof); (d) Debt of (A) the Borrower owing to any Joint VentureRestricted Subsidiary, and (B) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 5.047.6; (ve) in Debt incurred and secured by Liens expressly permitted under Section 7.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the case aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f) shall not exceed the greater of $500,000,000 or 10.0% of the Parent Guarantor Consolidated Tangible Assets of the Borrower and the Borrower, Debt consisting of Customary Carve-Out Agreementsits Restricted Subsidiaries; (vif) endorsements Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (i) Debt in an aggregate amount not to exceed $250,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viij) recourse secured DebtDebt comprised of indemnities given by the Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Restricted Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (l) secured and unsecured Debt of Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed $1,000,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Restricted Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management, financial services and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Restricted Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Restricted Subsidiaries in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, incurred in contemplation of such Investment and (B) is not secured by any Lien the Borrower and the Restricted Subsidiaries will be in compliance on any Borrowing Base Asset, and (C) shall not exceed a Pro Forma Basis with the covenant set forth in the aggregate at any time outstanding 10% of Total Asset ValueSection 7.16; and (viiiq) unsecured Debt incurred in the incurrence ordinary course of which would business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public, regulatory or statutory obligations or payment of customs duties in connection with the importation of goods. (r) Permitted Other Debt and any Permitted Refinancing thereof; (s) Debt (other than Debt for borrowed money) incurred by the Borrower or any of its Restricted Subsidiaries supported by any Specified Letter of Credit and any Permitted Refinancing thereof; provided that on a Pro Forma Basis, on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 5.047.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Restricted Company under a letter of credit facility in an aggregate amount not to exceed $250,000,000 at any time outstanding; (w) NMTC Indebtedness, so long as the Borrower and the Restricted Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16; and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w) but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 7.1), (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), the Borrower may, in its sole discretion, classify or divide such item of Debt (or any portion thereof) in any manner that complies with this Section 7.2 and will be entitled to only include the amount and type of such item of Debt (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Debt outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 7.2.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the case date of any Loan this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party or any Subsidiary at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of a Loan Party, Debt owed (A) the Borrower owing to any other Loan Party Party, and (B) any of the Subsidiaries owing to the Borrower or any wholly-owned other Loan Party to the extent permitted under Section 5.02(f)(viii); (v) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not exceed $50,000,000 at any time outstanding; (vii) Contingent Obligations of (A) the Borrower guaranteeing all or any portion of the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under the terms of the Loan Documents; (iiiviii) the Surviving Unsecured Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivnot otherwise permitted under this Section 5.02(b) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) an aggregate amount not to exceed in the aggregate $10,000,000 50,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (vix) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viix) recourse secured DebtDebt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (xi) Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 5.02(b), provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); (xiii) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) is the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not recourse be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to any Subsidiary Guarantor that owns any Borrowing Base Asset such extension, refunding, refinancing or any direct or indirect Equity Interest thereinreplacement, (B) is the direct and contingent obligors therefor shall not secured by any Lien on any Borrowing Base Assetbe changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (CD) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall not exceed in be subordinated to such Obligations to at least the aggregate at any time outstanding 10% of Total Asset Valuesame extent; and (viiixiv) unsecured Debt comprised of guarantees given by the incurrence Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which would not result in a Default obligations, when aggregated with the aggregate amount of all Investments made under Section 5.045.02(f)(ix) hereof, shall not exceed $30,000,000 at any time.

Debt. CreateThe Borrower will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist, any Debt, exceptDebt other than the following: (ia) Debt under the Loan Credit Documents; (iib) Debt existing on the date of this Agreement and described in Schedule 6.02, including renewals and refinancings of such Debt, so long as the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documentsprincipal amount thereof is not increased; (iiic) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the Surviving Debt described on Schedule 4.01(n) hereto parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in respect of any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Security Documents, but only, with respect to each such Bank, if and any Refinancing Debt extending, refunding or refinancing so long as such Surviving DebtBank remains a Bank); (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cd) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viie) recourse secured DebtDebt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (Aii) in the case of any Debt owed by the Borrower, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole discretion; (f) Debt in respect of Capital Leases not recourse exceeding $3,000,000 in aggregate amount equivalent to principal at any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, time outstanding; (Bg) is not Debt secured by Liens permitted by Section 6.01(d), not exceeding $2,000,000 in aggregate principal amount at any Lien on time outstanding; (h) at any Borrowing Base Assettime following the termination of the Revolver B Commitments, termination of all Letters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and (C) shall payment of all interest, fees and other amounts payable in respect of the Revolver B Advances, Debt of the Borrower or its Subsidiaries in respect of letter-of-credit facilities not exceed exceeding $10,000,000 in the aggregate at any time outstanding 10% of Total Asset Valueoutstanding; and (viiii) unsecured Debt the incurrence of which would in addition to that described above, not result exceeding $3,000,000 in a Default under Section 5.04aggregate principal amount at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(iii) not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and, (DE) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Recourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (iv) Recourse Debt of the covenants contained Borrower and/or Property-Level Subsidiaries of the Borrower (exclusive of any Subsidiary that owns a Borrowing Base Asset) and the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.045.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of under Customary Carve-Out Agreements; (vi) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;; and (viiviii) recourse secured Debt, provided that such any other Debt (A) is not recourse to exceed $5,000,000 in the aggregate at any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) time outstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. Create, incur, assume or suffer to existassume, permit, guarantee, or permit any of its Subsidiaries otherwise become or remain, directly or indirectly, liable with respect to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under evidenced by this Agreement and the other Loan Documents; (b) Debt incurred by any Loan Party; provided that at the time of incurrence of such Debt and after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence; provided, further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (c) Debt in the case form of deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments, earnouts, non-competition agreements and other contingent arrangements) or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other Investment permitted under this Agreement; (d) Debt of (i) any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party, (ii) any Subsidiary that is not a Loan Party or to any wholly-owned other Subsidiary of that is not a Loan Party and (iii) any Subsidiary that is not a Loan Party to a Loan Party; provided, provided that, in each case, such that the Loan Parties shall cause any Debt incurred pursuant to this clause (yd) shall be on terms acceptable and owed to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory any Subsidiary that is not a Loan Party to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of Loans pursuant to the Loan Parties under the Loan DocumentsGlobal Intercompany Note; (iiie) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingobligations in respect of self-insurance and obligations in respect of bids, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party tenders, trade contracts (other than the Parent Guarantor) and its Subsidiaries, for payment of Debt), leases (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any other than Capitalized Lease to which any Subsidiary Obligations), public or statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt like nature and similar obligations or obligations in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course letters of business and consistent with prudent business practicescredit, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection bank guarantees or similar transactions instruments related thereto, in each case provided in the ordinary course of business; (viif) recourse secured DebtDebt arising in connection with customary cash management services, provided that such including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, and cash pooling arrangements among the Borrower or one or more Subsidiaries of the Borrower and a financial institution (or an in-house bank) and Debt rising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and Subsidiaries; (h) Debt of a Loan Party or any Subsidiaries under (A) is any Cash Management Agreement in the ordinary course of business or (B) any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not recourse as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; provided, solely in respect of this clause (h)(ii), to the extent and owed to any Subsidiary that is not a Loan Party, the payment of any obligations in respect thereof shall be subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Agent; (i) Debt outstanding (or, in the case of a revolving facility, committed) on the Closing Date and (other than in the case of intercompany Debt) described in Schedule 6.1 hereof and Refinancing Debt in respect thereof; (j) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party or Subsidiary; (k) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (l) customary obligations of a general partner, manager or member of a Fund in respect of subscription credit facilities or similar credit facilities of such Fund relating to Liens granted as permitted by Section 6.2(h); (m) other Debt of Subsidiaries (other than any Loan Party) in an aggregate principal amount not to exceed, at the time of incurrence of such other Debt, the greater of (i) $25,000,000 and (ii) 30% of Consolidated Adjusted EBITDA for the most recent four fiscal quarter period with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b), so long as after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any such other Debt; (n) other Debt in an aggregate amount outstanding at any time not in excess of $10,000,000; (o) guaranties by Loan Parties and Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (p) guaranties by the Borrower of Debt of a Guarantor or guaranties by a Guarantor of Debt of the Borrower with respect to, in each case, to Debt otherwise permitted pursuant to this Section 6.1; provided, that owns if the Debt that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (q) Purchase Money Debt; (r) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business or consistent with past practice, in each case, in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims; and (s) Debt assumed after the Closing Date in connection with any Borrowing Base Asset Permitted Acquisition (or similar Investment permitted hereunder); provided that (A) the only obligors with respect to any direct Debt assumed pursuant to this clause (i) shall be those Persons who were obligors of such Debt prior to such Permitted Acquisition or indirect Investment (or in the case of a purchase of assets not constituting Equity Interest thereinInterests, the purchaser of such assets), (B) such Debt was not created in contemplation of such Permitted Acquisition or Investment, (C) to the extent such Debt is not secured by any a Lien on any Borrowing Base Assetassets or property of the Borrower or any of its Subsidiaries, it shall be subject to any applicable limitations set forth in Section 6.2(u) and (CD) shall not exceed after giving pro forma effect thereto, the Borrower would be in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under compliance with Section 5.046.13.

Debt. CreateThe Borrower shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) the Secured Obligations and the Debt outstanding under the Loan DocumentsBilateral Agreement; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, intercompany Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practicesowed by any Credit Party to any other Credit Party; provided that, and (D) Non-Recourse if applicable, such Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained as an investment is also permitted in Section 5.046.3; (vc) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case of the Parent Guarantor and the Borrowerare not more than 90 days past due, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (viid) recourse purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided neither the Borrower nor any Subsidiary of the Borrower may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Debt secured by Liens of the type described in Section 6.2(f); (f) Debt existing on the Effective Date and set forth in Schedule 6.1; provided that, (i) the Borrower shall not amend the maturity date thereof to a date that is at or earlier than the scheduled Maturity Date, (ii) the Borrower shall not make any prepayments thereof other than as expressly provided by the terms thereof existing on the date hereof, and (ii) the amount of such Debt may not be increased other than as a result of fees and expenses reasonably incurred in connection with any refinancing, refunding, renewal, or extension thereof; (g) Debt represented by the Convertible Senior Notes pursuant to the Indenture and the subsidiary guarantees thereof pursuant to the Indenture; provided that (i) all of such Debt shall have been issued under the initial issuance thereof or under the over-allotment option exercised by the underwriters thereof, (ii) immediately before and immediately after giving effect to the issuance of such Debt, no Default or Event of Default shall have occurred or be continuing, and (iii) such Debt shall not have (A) any affirmative or negative covenant (including financial covenants) that is more restrictive than those set forth in this Agreement, provided that the inclusion of any covenant that is customary with respect to such type of Debt (A) and that is not recourse found in this Agreement shall not be deemed to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinbe more restrictive for purposes of this clause (h), (B) is not secured by any Lien restriction on the ability of the Borrower or any Borrowing Base Assetof its Subsidiaries to enter into or amend, and modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) shall not exceed in any collateral or other security for such Indebtedness, (D) any restrictions on the aggregate at ability of any time outstanding 10% Subsidiary of Total Asset Valuethe Borrower to guarantee the Secured Obligations, (E) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations or (F) a scheduled maturity date that is earlier than June 30, 2011; and (viiih) unsecured Debt not otherwise permitted under the incurrence terms of which would this Section 6.1 in an aggregate amount not result in a Default under Section 5.04to exceed $5,000,000.

Debt. Create, incur, assume issue or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, exceptexcept any of the following: (ia) Debt under the Loan Documents; (b) Debt outstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings of such Debt; provided that (i) the amount of such Debt is not increased at the time of such extension, renewal or refinancing unless permitted by Section 8.01(f) and (ii) in the case terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any Loan Party such refinancing, refunding, renewing or extending Debt, and of any Subsidiary agreement entered into and of a Loan Partyany instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt owed being refinanced, refunded, renewed or extended and the interest rate applicable to any other Loan Party such refinancing, refunding, renewing or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such extending Debt (y) shall be on terms acceptable to does not exceed the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documentsthen applicable market interest rate; (iiic) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingin respect of, refunding under, or refinancing such Surviving Debtconsisting of Permitted Hedging Obligations; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cd) Debt in respect of Hedge Agreements designed capital leases and purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of all such Debt at any one time outstanding shall not exceed $5,000,000 (or its equivalent in other currencies); (e) Debt incurred by any Loan Party that is subordinated in right of payment to hedge against fluctuations in interest rates or foreign exchange rates incurred the Obligations in the ordinary course form of business unsecured or junior lien subordinated debt (“Subordinated Debt”); provided that (i) immediately before and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, after the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured such Subordinated Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset no Event of Default shall exist or any direct or indirect Equity Interest therein, would result therefrom and (B) is not secured by any Lien the Borrowers shall be in compliance on any Borrowing Base Asset, and a Pro Forma Basis with (C1) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; a Consolidated Interest Coverage Ratio greater than 2.50:1.00 and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateGroup will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents;Covered Facilities; provided that all New Facilities will be subject to the approval procedures specified in Section 2.4 of the Intercreditor Agreement, (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents;Designated Capital Markets Transactions, (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv2.6(a)(v) not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, (B) (1iv) Capitalized Leases not to exceed in the aggregate $10,000,000 15,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, andpractice, (Dvi) Non-Recourse Debt owing by any U.S. Credit Party to (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) or Contingent Obligations made in respect of Assets the obligations of any U.S. Credit Party by) any other than Borrowing Base AssetsU.S. Credit Party, (x) which Debt shall constitute Pledged Debt and (y) any promissory notes evidencing such Pledged Debt shall be pledged as security for the incurrence of which would not result in a Default under any Obligations of the covenants contained in Section 5.04;holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vvii) Debt owing by any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Foreign Subsidiary by) any U.S. Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (vii), which Debt, in the case of any Foreign Credit Party, (x) shall constitute Pledged Debt and (y) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the Parent Guarantor reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Borrower, Debt consisting Obligations of Customary Carve-Out Agreementsthe holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (viviii) endorsements Debt owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in respect of negotiable instruments for deposit the obligations of any U.S. Credit Party or collection or similar transactions in the ordinary course of businessany Foreign Subsidiary by) any Excluded Foreign Subsidiary; (viiix) recourse secured DebtDebt owing by any Foreign Credit Party to (or Contingent Obligations made in respect of the obligations of any Foreign Credit Party by) another Foreign Credit Party, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinno such Debt can be incurred after the occurrence and during the continuance of a Default, (B) such Debt is not secured otherwise in compliance with Schedule III hereto, (C) such Debt shall constitute Pledged Debt and (D) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (x) Debt owing by any Excluded Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Excluded Foreign Subsidiary by) any Foreign Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (x) and (A) which Debt shall constitute Pledged Debt and (B) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (xi) Debt consisting of Contingent Obligations pursuant to which a U.S. Credit Party guarantees operating lease obligations of Foreign Subsidiaries, not to exceed in the aggregate $5,000,000 during any Borrowing Base AssetFiscal Year; (xii) Debt of any Person that becomes a Subsidiary of Group after the date hereof in accordance with the terms of Section 2.6(e)(x) which Debt is existing at the time such Person becomes a Subsidiary of Group (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (and using for this purpose "Total Bank Outstandings" rather than "Indebtedness for Borrowed Money" in such calculation) as if such Debt had been incurred immediately prior to the beginning of the most recent period of four consecutive Fiscal Quarters for which financial statements have been delivered hereunder, will not have increased; (xiii) Debt in respect of the Securitization Facility; (xiv) Debt existing on the date hereof and described on Schedule 2.6(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt (which, in the case of Debt consisting of guarantees of operating lease obligations, shall include guarantees of any replacement leases, provided that the Contingent Obligation under such guarantees may not increase as a result thereof), provided that the (A) terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B) principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing and (C) shall terms relating to principal amount, amortization, maturity, collateral (if any), subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed in the aggregate at any time outstanding 10% of Total Asset Valuethen applicable market interest rate; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateNo Loan Party will, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist any Debt, Debt except: (ia) Debt under the Loan Documentspursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) reserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) in the case of any a Loan Party or any owing to a Subsidiary of that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, so long as such Debt (y) shall be on is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (iii) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (ziv) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentextent permitted by Section 7.10, which promissory notes shall (unless payable any Subsidiary that is not a Loan Party owing to the Borrower) by their terms be subordinated to the Obligations of the a Loan Parties under the Loan DocumentsParty; (iiif) the Surviving Debt described on Schedule 4.01(n) hereto all obligations of such Person arising under letters of credit (including standby and any Refinancing Debt extending, refunding or refinancing such Surviving Debtcommercial); (ivg) Debt of any Person that becomes a Subsidiary after the date hereof, incurred prior to the time such Person becomes a Subsidiary, that is not created in the case contemplation of each Loan Party (or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other than the Parent Guarantor) Subsidiary; and its Subsidiaries, (A) Debt secured by Liens permitted a Lien on property acquired by Section 5.02(a)(iva Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $15,000,000; (h) Debt incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04time; (vi) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsall Guarantees otherwise permitted by this Agreement; (vij) endorsements other Debt in an aggregate outstanding principal amount that, when added to the aggregate principal amount of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; Debt outstanding under this clause (vii) recourse secured Debtj), provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall does not exceed in the aggregate at any time outstanding 1015% of Total Asset ValueConsolidated Net Tangible Assets; and (viiii) prior to the Borrower obtaining either (A) a BBB- rating or higher from S&P or (B) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred by any Loan Party, so long as the Consolidated Leverage Ratio, on a pro forma basis after giving effect to the incurrence of which would such Debt, does not result exceed 3.50 to 1.00; and (ii) after the Borrower obtains either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred by any Loan Party, so long as the Borrower shall be in compliance, on a Default under Section 5.04pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and, (DE) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) Recourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (iv) Recourse Debt of the covenants contained Borrower and/or Property-Level Subsidiaries of the Borrower and the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.045.02(a)(vii), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of under Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;; and (vii) recourse secured Debt, provided that such any other Debt (A) is not recourse to exceed $5,000,000 in the aggregate at any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) time outstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateNo Loan Party will, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist any Debt, Debt except: (ia) Debt under the Loan Documentspursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) Debt in an aggregate outstanding principal amount not to exceed $5,000,000 incurred in connection with Capital Leases existing as of the Closing Date and set forth on Schedule 7.09; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) in the case of any a Loan Party or any owing to a Subsidiary of that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, so long as such Debt (y) shall be on is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, and (ziii) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentextent permitted by Section 7.10, which promissory notes shall (unless payable any Subsidiary that is not a Loan Party owing to the Borrower) by their terms be subordinated to the Obligations of the a Loan Parties under the Loan DocumentsParty; (iiif) all obligations of such Person arising under letters of credit (including standby and commercial); provided, that, prior to the Surviving Guarantee Release Date, such Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtmay only be incurred by the Loan Parties; (ivg) Debt of any Person that becomes a Subsidiary after the Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the case acquisition thereof by such Subsidiary, that is not created in contemplation of each Loan Party or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (other than but not increasing the Parent Guarantorprincipal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) and its Subsidiaries, the Debt described in this clause (g); provided that (i) prior to the Guarantee Release Date, (A) the Parent shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt secured by Liens permitted by and any Debt then being incurred under Section 5.02(a)(iv7.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary or such property and (ii) on and after the Guarantee Release Date, such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 7.09(k), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to such Debt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (h) Debt incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding,time; provided, that, prior to the Guarantee Release Date, such Debt may only be incurred by the Loan Parties; (Bi) (1) Capitalized Leases not all Guarantees otherwise permitted by this Agreement, including Guarantees of Debt permitted to exceed in be incurred under this Section; provided, that, prior to the aggregate $10,000,000 at any time outstandingGuarantee Release Date, and (2) in such Guarantees may only be incurred by the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,Parties; (Cj) other Debt in respect of Hedge Agreements designed incurred by the Loan Parties; provided that after giving effect to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default such Debt and the aggregate principal amount of Debt then being incurred under any of the covenants contained in Section 5.04; (v) in the case of 7.09(g)(i), the Parent Guarantor and shall be in compliance, on a pro forma basis, with the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueConsolidated Leverage Ratio; and (viiik) unsecured on and after the Guarantee Release Date, other Debt incurred by Subsidiaries that are not Loan Parties; provided that the aggregate principal amount of such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 7.09(g), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to the incurrence of which would not result in a Default under such Debt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 5.046.01(a) or (b)).

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its the Loan Parties and their Subsidiaries to to, create, incur, assume assume, or suffer to exist, exist any Debt, exceptexcept the following: (i) Debt Obligations under this Agreement and the other Loan Documents; (ii) in Debt of any of the case Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such so long as (i) that Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be is evidenced by promissory notes a demand note in form and substance reasonably satisfactory to the Administrative Agent, which promissory notes shall (unless payable Agent and pledged and delivered to Administrative Agent pursuant to the BorrowerSecurity Documents as additional collateral security for the Obligations, and (ii) by their terms be the obligations under that demand note are subordinated to the Obligations obligations of the Loan Parties under the Loan Documents; Documents (iiiincluding the Obligations of Borrowers under this Agreement) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtin a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in the case connection with endorsement of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) recourse secured Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, provided and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) is not recourse the Green Remedies Seller Note to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinthe extent subject to the Green Remedies Seller Note Subordination Agreement, (B) is other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not secured by to exceed $12,000,000 at any Lien on any Borrowing Base Asset, time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) shall other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed in the aggregate $12,000,000 at any time outstanding 10% the extent subject to a subordination agreement or other subordination arrangement in favor of Total Asset Valuethe Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstanding; and (viiixxii) other unsecured Debt of the incurrence Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of which would not result seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in a Default under Section 5.04favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, in each case incurred in the ordinary course of business and consistent with prudent business practice, and (B) Debt owed to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the Borrower under the Loan Documents;Documents on terms reasonably acceptable to the Administrative Agent and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement. (ii) in the case of any Loan Party or any Subsidiary of a Loan Partythe Borrower, Debt owed to any other Loan Party the Borrower or any wholly-to a wholly owned Subsidiary of any Loan Partythe Borrower, provided that, in each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Agent and such promissory notes shall (unless payable to the Borrower) by their terms be subordinated to pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (iiiB) the Surviving Debt described on Schedule 4.01(n) hereto So long as no Default has occurred and any Refinancing Debt extendingis continuing, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, ; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (1B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party is a party, any Contingent Obligation Debt of such the Loan Party of the type described in clause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such the Capitalized Lease, Leases permitted under this clause (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and); (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in Person that becomes a Default under any Subsidiary of the covenants contained Borrower after the date hereof in accordance with the terms of Section 5.045.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (vE) So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the case of the Parent Guarantor event that a Default has occurred and the Borrower, Debt consisting of Customary Carve-Out Agreementsis continuing; (viF) endorsements the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viiI) recourse secured Debt, provided that such Debt (A) is in respect of letters of credit in an aggregate amount not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $2,000,000 at any time outstanding 10% outstanding; (J) Debt in respect of Total Asset Valueindemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the Loan Parties and their respective Subsidiaries; and (viiiK) unsecured Debt Obligations in respect of the incurrence Borrower’s Non-Qualified Deferred Compensation Plan to the extent of which would not result in a Default under Section 5.04assets of such plan are on the Borrower’s balance sheet.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the case date of any Loan this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party or any Subsidiary at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of a Loan Party, Debt owed (A) the Borrower owing to any other Loan Party Party, and (B) any of the Subsidiaries owing to the Borrower or any wholly-owned other Loan Party to the extent permitted under Section 5.02(f)(viii); (v) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not exceed $50,000,000 at any time outstanding; (vii) Contingent Obligations of (A) the Borrower guaranteeing all or any portion of the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under the terms of the Loan Documents; (iiiviii) the Surviving Unsecured Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivnot otherwise permitted under this Section 5.02(b) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) an aggregate amount not to exceed in the aggregate $10,000,000 50,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (vix) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viix) recourse secured DebtDebt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (xi) Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 5.02(b), provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further, that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); and (xiii) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) is the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not recourse be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to any Subsidiary Guarantor that owns any Borrowing Base Asset such extension, refunding, refinancing or any direct or indirect Equity Interest thereinreplacement, (B) is the direct and contingent obligors therefor shall not secured by any Lien on any Borrowing Base Assetbe changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (CD) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent. (xiv) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed in the aggregate $20,000,000 at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04time.

Debt. CreateNo Loan Party shall, incur, assume or suffer to exist, or nor shall it permit any of its Subsidiaries to createto, directly or indirectly, incur, assume create, assume, or suffer permit to exist, exist any Debt, except: (ia) Debt under the Loan DocumentsObligations (other than Hedge Obligations); (iib) existing Debt described on Schedule 7.1; (c) Purchase Money Debt and Capitalized Lease Obligations not to exceed $2,500,000.00 in the case aggregate at any time outstanding; (d) Hedge Obligations existing or arising under Hedging Agreements permitted by Section 7.16; (e) Debt associated with bonds or other surety obligations required by Governmental Authorities in connection with the operation of the businesses of the Loan Parties; (f) unsecured intercompany Debt (i) owed by any Loan Party or to another Loan Party, (ii) owed by any Loan Party to a Subsidiary of that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, ; provided that, in each case, that such Debt (yA) shall be on terms acceptable subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and (zB) does not require the payment of cash interest by any Loan Party to a non-Loan Party, and (iii) owed by a Subsidiary that is not a Loan Party to a Loan Party; provided that such Debt (A) is permitted under Section 7.5 and (B) shall be evidenced by a promissory notes in form note pledged and substance satisfactory delivered to Administrative Agent pursuant to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Security Documents; (iiig) the Surviving Guarantees by any Loan Party of Debt described on Schedule 4.01(n) hereto and of any Refinancing Debt extending, refunding or refinancing such Surviving Debtother Loan Party not otherwise prohibited pursuant to this Section 7.1; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vih) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viii) recourse secured Subordinated Debt; (j) Debt owed to any Person providing property, provided that casualty, liability, or other insurance to a Loan Party or any of its Subsidiaries, so long as the amount of such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Assetin excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (Ck) shall Unsecured Debt in connection with purchase cards and corporate credit cards, treasury obligations and similar obligations incurred by the Loan Parties not to exceed $500,000 in the aggregate at any time; (l) Capitalized Lease Obligations with regard to the Lease (Georgetown) and real property located at 110 E. Old Settlers Blvd., Suite 100, Round Rock, Texas; (m) other Debt not to exceed $1,000,000.00 in the aggregate at any time outstanding 10% of Total Asset Valueoutstanding; provided that such Debt is unsecured; and (viiin) unsecured other Debt approved in writing by the incurrence of which would not result Administrative Agent and Required Lenders in a Default under Section 5.04their sole discretion.

Debt. Create, incur, assume (i) Create or suffer to existexist any Debt if, immediately after giving effect to such Debt and the receipt and application of any proceeds thereof, the aggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis, would exceed (A) for the period from the Effective Date through the date eighteen months thereafter, 75%, and (B) at anytime thereafter, 65%, of the sum of the total consolidated stockholders' equity of the Borrower and its Subsidiaries as shown on the most recent consolidated balance sheet required to be delivered to the Banks pursuant to Section 5.01(b), and the aggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis (it being understood that for purposes of determining compliance with this covenant, guarantees by the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not constitute Debt of the Borrower); (ii) not permit the Acquisition Subsidiary, Norcen or any of their respective Subsidiaries (collectively, the "Designated Subsidiaries") to incur any Debt which would result in the aggregate principal amount of Debt (other than Debt to the Borrower or any other Subsidiary) of all the Designated Subsidiaries, on a consolidated basis, exceeding US$1,400,000,000; and (iii) not permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent GuarantorDesignated Subsidiaries) and its Subsidiaries, (A) to incur any Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed which would result in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case principal amount of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, Debt to the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset Borrower or any direct or indirect Equity Interest thereinother Subsidiary) of all Subsidiaries (other than the Designated Subsidiaries), (B) is not secured by any Lien on any Borrowing Base Asseta consolidated basis, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; andexceeding US$150,000,000. (viii) unsecured Debt the incurrence of which would not result in a Default under SECTION 5. Amendment to Section 5.04.5.02(e). Section ---------------------------- 5.02

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any each Loan Party or any Subsidiary of a Loan Party(other than the Parent Guarantor), Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iiiii) in the Surviving case of any Subsidiary of a Loan Party, Debt described owed to any Loan Party (other than the Parent Guarantor) or to any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on Schedule 4.01(nterms acceptable to the Administrative Agent and (z) hereto shall be evidenced by promissory notes in form and any Refinancing Debt extendingsubstance satisfactory to the Administrative Agent, refunding or refinancing such Surviving Debtwhich promissory notes shall (unless payable to the Borrower) by their terms be subordinate to the Obligations of the Loan Parties under the Loan Documents; (iviii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 50,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party is a party, any Contingent Obligation Debt of such Loan Party of the type described in clause (i) of the definition of "DEBT" guaranteeing the Obligations of such Subsidiary under such Capitalized LeaseLeases, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateThe Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt the Obligations arising under the Loan Documents or any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ab) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized under Capital Leases not to exceed in the aggregate greater of (x) $10,000,000 at any time outstanding, 5,000,000 and (2y) in 2.5% of the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,then-effective Borrowing Base; (Cc) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates associated with worker’s compensation claims, bonds or foreign exchange rates incurred surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitationremediation of, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04Oil and Gas Properties; (vd) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out AgreementsGuarantee Agreement; (vie) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viif) recourse secured Debt, provided that such other unsecured Debt not to exceed the greater of (Ax) is not recourse to any Subsidiary Guarantor that owns any $10,000,000 and (y) 7.5% of the then-effective Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any one time outstanding 10% of Total Asset Value; andoutstanding; (viiig) unsecured Debt senior notes or unsecured senior subordinated notes of the Borrower, and any guarantees thereof; provided that: (i) immediately after giving effect to the incurrence of any such Debt, on a pro forma basis, the Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that this clause (i) shall not apply to the incurrence of any such Debt that constitutes a refinancing of other Debt incurred pursuant to this Section 9.02(g) to the extent that the aggregate principal amount of such refinancing Debt does not exceed the then outstanding principal amount of the refinanced Debt other than an increase in the principal amount as a result of fees and expenses related to the refinancing of such Debt; (ii) both immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not result have any scheduled principal amortization in excess of 1.0% of the principal amount thereof per annum; (iv) such Debt does not have a Default under Section 5.04.scheduled maturity date or a date of mandatory Redemption in full sooner than the date which is 180 days after the Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control tender offer provisions and (B) customary asset sale tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to the Obligations); (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not more restrictive, taken as a whole, on the Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other economic

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) in the case of the Borrower, (A) Debt under the Loan Documents; (B) Permitted Subordinated Debt; (C) Debt in respect of Hedge Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes and subordinated to the rights of the Lender Parties hereunder in a manner that is acceptable to the Required Lenders in an aggregate notional amount not to exceed $50,000,000 at any time outstanding; (ii) in the case of any Loan Party of its Subsidiaries (other than any Excluded Subsidiary or any Subsidiary of a Loan Party, Inactive Foreign Subsidiary), (A) Debt owed to any other Loan Party the Borrower or any to a wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents;; and (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) Borrower and any of its Subsidiaries, (A) Debt secured by Permitted Liens permitted by Section 5.02(a)(ivdescribed in clause (c) or (d) of the definition of Permitted Liens; provided, however, that the principal amount of any such Debt incurred during any fiscal year shall not to exceed in the aggregate $10,000,000 at any time outstanding,15,000,000; (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,Surviving Debt; (C) Debt in respect consisting of Hedge Agreements designed Capitalized Leases entered into pursuant to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, andPermitted Sale-Leaseback Transactions; (D) Non-Recourse Debt of the Borrower in an aggregate principal amount not to exceed $20,000,000 incurred with respect to any Permitted Sale- Leaseback Repurchase; (including, without limitation, the JV Pro Rata Share of Non-Recourse E) Debt of any Joint Venture) in respect Excluded Subsidiary permitted by the organizational documents of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04such Excluded Subsidiary; (vF) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsa Permitted Refinancing; (viG) endorsements additional unsecured Debt of the Borrower and its Subsidiaries not to exceed $25,000,000 at any time outstanding; and (H) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; provided, however, that notwithstanding any contrary provision hereof or of any other Loan Document, the Borrower shall not incur any Indebtedness (vii) recourse secured Debt, provided that such Debt as defined in the indenture relating to the senior subordinated notes of the Borrower described in clause (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset of the definition of "Permitted Subordinated Debt"), other than Debt under the Loan Documents, in reliance upon clause (i) of the second paragraph of Section 4.07(a) of such indenture or any direct or indirect Equity Interest therein, (B) is not secured by any Lien in reliance on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at corresponding provision of any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04Permitted Refinancing thereof.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) Debt of each Borrower under this Agreement or the other Facility Documents (including, for the avoidance of doubt, any increase under Section 2.16); (b) Debt described in Schedule IV(excluding Prudential Shelf Notes), including renewals, extensions or refinancings thereof (and including refinancings by institutions other than those institutions identified on Schedule IV), provided that the principal amount thereof does not increase; (c) Debt of the Parent subordinated (on terms satisfactory to the Administrative Agent and the Required Lenders) to the Parent's obligations under this Agreement and the other Facility Documents; (d) Debt of the Parent to any Subsidiary; and Debt of any Subsidiary Guarantor to the Parent or to another Subsidiary Guarantor; and Debt of any Subsidiary that is not a Subsidiary Guarantor (i) to the Parent of up to $10,000,000 outstanding at any time, or (ii) to either Foreign Subsidiary Borrower of up to $10,000,000 outstanding at any time, or (iii) to any other Subsidiary that is not a Subsidiary Guarantor, provided that the aggregate of all such Debt of Subsidiaries that are not Subsidiary Guarantors to the Parent and the Foreign Subsidiary Borrowers shall not exceed $15,000,000 at any time; (e) Debt consisting of leases permitted under Section 8.4 or of guaranties permitted under subsections (a), (b), (c) and (d) of Section 8.2; (f) Future Permitted Private Placement Debt; (g) Debt of the Loan DocumentsParent or any Subsidiary consisting of liability in respect of letters of credit (excluding Letters of Credit issued under this Agreement) provided that the aggregate amount of such liability outstanding at any time shall not exceed $3,000,000 as to all of the Parent and its Subsidiaries (which liability shall include liability for outstanding letters of credit that have not been drawn upon, as well as outstanding reimbursement obligations as to letters of credit that have been drawn upon; and which $3,000,000 limitation shall be inclusive of the letters of credit identified in Schedule IV and renewals and extensions thereof); (h) other Debt of the Parent or any Subsidiary of the Parent, provided that the aggregate amount of such Debt outstanding at any time shall not exceed $15,000,000 (as to all of the Parent and its Subsidiaries) (which $15,000,000 limitation shall be inclusive of the outstanding amounts of the working capital lines, the foreign lines and the letters of credit referred to in Schedule IV and renewals, extensions and refinancings thereof); and provided further that such Debt shall have a maturity of not later than one year after the incurrence thereof; and provided further that: (i) in the case of indebtedness of the Parent or any domestic Subsidiary for money borrowed, such indebtedness shall be owing to one or more of the Lenders independently of this Agreement; and (ii) in the case of non-domestic Subsidiaries of the Parent, the aggregate amount of such Debt as to all non-domestic Subsidiaries that is outstanding at any Loan Party time shall not exceed $5,000,000 (which $5,000,000 limitation shall be inclusive of the foreign lines referred to in Schedule IV and renewals, extensions and refinancings thereof); (such Debt described in this clause (ii) may be payable to one or any Subsidiary more of a Loan Party, Debt owed the Lenders or to any other Loan Party creditor); and provided further that (as to all of the Parent and its Subsidiaries in the aggregate) the amount of outstanding Debt permitted by this clause (h) that is secured by a Lien permitted by Section 8.3(h) shall not exceed $8,000,000 at any time; and (i) Debt of the Parent or any wholly-owned domestic Subsidiary of any Loan Partythe Parent not otherwise permitted by this Section, provided that, in each case, : (i) 50% of the amount of the gross proceeds of such Debt is (yimmediately upon the incurrence of such Debt) shall be on terms acceptable paid to the Administrative Agent for the account of the Lenders and the Issuing Bank (x) for application to the reduction of the outstanding Swingline Loans and (zif the outstanding amount of the Swingline Loans is, or is thereby reduced to, zero) shall be evidenced by promissory notes in form the outstanding Syndicated Loans; and substance satisfactory to (y) (if the outstanding amount of the Syndicated Loans is, or is thereby reduced to, zero) for deposit with the Administrative Agent, which promissory notes shall Agent in the Cash Collateral Account as security for the Parent's reimbursement obligation in respect of Letters of Credit; and (unless payable ii) the Total Revolving Credit Commitment is permanently reduced by an amount equal to the Borrower) by their terms be subordinated to the Obligations 50% of the Loan Parties under amount of the Loan Documents;gross proceeds of such Debt; and (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not provides to exceed in the aggregate $10,000,000 Administrative Agent at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, least 20 days before the incurrence of which would such Debt, for distribution to the Lenders, a pro-forma consolidated balance sheet and income statement of the Parent and its Consolidated Subsidiaries after giving effect to the incurrence of such Debt, together with a written certification of the Parent that the incurrence of such Debt will not result in a Default under any or an Event of Default, either immediately or (based upon the covenants contained in Section 5.04; (vParent's reasonable and good faith projections) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% thereafter. The Parent further covenants that any letter of Total Asset Value; and (viii) unsecured Debt the incurrence credit in respect of which would not result in a Default under the Parent or any of its Subsidiaries become liable as permitted by this Section 5.04will be for less than $1,000,000 (excluding Letters of Credit issued hereunder).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, andand AMERICAS/2023134647.11 82 (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateNone of the Obligors will incur, incurcreate, assume or suffer permit to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt under the Loan DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsBorrower disclosed in SCHEDULE 9.01, and any renewals or extensions (but not increases) thereof; (iiic) accounts payable (for the Surviving Debt described on Schedule 4.01(ndeferred purchase price of Property or services) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not from time to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practiceswhich, and (D) Non-Recourse Debt (includingif greater than 90 days past the invoice or billing date, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) are being contested in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default good faith by appropriate proceedings if reserves adequate under any of the covenants contained in Section 5.04GAAP shall have been established therefor; (vd) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsunder leases permitted under SECTION 9.08; (vie) endorsements Following a Permitted Acquisition, Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessany Obligor's Properties; (viif) recourse secured Debt of the Obligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, provided provided, that any such Intercompany Debt is (Ai) if in excess of One Hundred Thousand Dollars ($100,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Assetin the possession of the Administrative Agent, and (Cii) shall not exceed subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in scope approved by the aggregate at any time outstanding 10% of Total Asset Valueadministrative agent; and (viiii) unsecured Debt of the incurrence of which would Borrower not result otherwise described under SUBPARAGRAPHS (A) through (H) above not to exceed One Hundred Thousand Dollars ($100,000) in a Default under Section 5.04the aggregate.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under the Loan Documents; (iii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that2020 Senior Notes and the 2020 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt (yat any one time outstanding pursuant to this Section 7.2(b)(i) shall be on terms acceptable not exceed $775,000,000, (ii) the 2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to the Administrative Agent and (zthis Section 7.2(b)(ii) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentnot exceed $1,250,000,000, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving New Senior Notes and the New Senior Notes Guarantees, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,750,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 4.01(n7.2(b) hereto and any Permitted Refinancing Debt extending, refunding or refinancing such Surviving Debtthereof; (ivc) Debt of the Borrower in the case respect of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, Swap Agreements (A) Debt secured by Liens permitted by Section 5.02(a)(ivexisting on the Closing Date and described in Schedule 7.2(b) not to exceed in the aggregate $10,000,000 at any time outstanding, hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation or Affiliates of such Loan Party guaranteeing the Obligations of Lender at such Subsidiary time); provided that, in all cases under this clause (c), all such Capitalized Lease, (C) Debt Swap Agreements shall not be speculative in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt nature (including, without limitation, with respect to the JV Pro Rata Share of Non-Recourse term and purpose thereof); (d) Debt of (A) the Borrower owing to any Joint VentureSubsidiary, and (B) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Subsidiaries owing to the Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 5.047.6; (ve) in Debt incurred and secured by Liens expressly permitted under Section 7.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the case aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $325,000,000 or 7.5% of the Parent Guarantor Consolidated Tangible Assets of the Borrower and the Borrower, Debt consisting of Customary Carve-Out Agreementsits Subsidiaries; (vif) endorsements Capitalized Leases incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $325,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (i) Debt in an aggregate amount not to exceed $150,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viij) recourse secured DebtDebt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (l) secured and unsecured Debt of Non-Guarantor Subsidiaries and Foreign Subsidiaries in an aggregate amount not to exceed $1,000,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, incurred in contemplation of such Investment and (B) is not secured by any Lien the Borrower and the Subsidiaries will be in compliance on any Borrowing Base Asset, and (C) shall not exceed a Pro Forma Basis with the covenant set forth in the aggregate at any time outstanding 10% of Total Asset ValueSection 7.16; and (viiiq) unsecured Debt incurred in the incurrence ordinary course of which would business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the importation of goods. (r) Permitted Other Debt and any Permitted Refinancing thereof; (s) Debt (other than Debt for borrowed money) incurred by the Borrower or any of its Subsidiaries supported by any Specified Letter of Credit and any Permitted Refinancing thereof; provided that on a Pro Forma Basis, on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or any of its Subsidiaries in connection with the Acquisition, or any other Investment permitted by Section 5.047.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Group Member under a letter of credit facility in an aggregate amount not to exceed $100,000,000 at any time outstanding; and (w) NMTC Indebtedness, so long as the Borrower and the Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16.

Debt. Create, incur, assume or suffer to exist, or permit in any of its Subsidiaries to create, incur, assume manner become or suffer to existbe liable in respect of, any Debt, except: (ia) Debt under the Loan Documents; (iib) in Debt described in, or incurred under commitments described in, Schedule 6.02, and any Debt refinancing, extending, renewing or replacing any such Debt to the case extent the principal amount of such refinancing, extending, renewing or replacing Debt does not exceed the principal amount of such Debt being refinanced, extended, renewed or replaced; (c) unsecured Debt of the Borrower or any Subsidiary owing to the Borrower or any other Subsidiary; provided that (i) any such Debt of any Loan Party or owing to any Subsidiary of that is not a Loan Party, Debt owed Party is subordinated to any other the obligations of such Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be hereunder on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory reasonably acceptable to the Administrative Agent, which (ii) any such Debt of any Subsidiary that is not a Loan Party owing to a Loan Party is permitted under Section 6.05 and (iii) if any such Debt of any Subsidiary that is not a Loan Party owing to a Loan Party is evidenced by a promissory notes note, such promissory note shall (unless payable be pledged to the Borrower) by their terms be subordinated to Administrative Agent for the Obligations benefit of the Loan Parties under the Loan DocumentsSecured Parties; (iiid) Guarantees of the Surviving Borrower or any Subsidiary in respect of Debt described on Schedule 4.01(n) hereto and of the Borrower or any Refinancing Debt extending, refunding or refinancing such Surviving DebtWholly-Owned Subsidiary permitted hereunder; (ive) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,Capital Leases incurred to make Capital Expenditures permitted pursuant to Section 6.14; (Af) Debt secured by Liens Capital Leases incurred in connection with any Sale and Leaseback Transaction permitted by Section 5.02(a)(iv6.13(a)(ii); (g) Debt in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; provided that the aggregate principal amount of any such Debt that is secured may not exceed $5,000,000 at any time outstanding; (h) Debt incurred in connection with the construction or development of any Governmental Fueling Facility; provided the aggregate principal amount of such Debt does not exceed $20,000,000 at any time outstanding for all Governmental Fueling Facilities in the Construction Phase; (i) Debt consisting of the financing of insurance premiums; provided that the final scheduled maturity of such Debt shall not exceed one (1) year after the date of incurrence thereof; (j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets; provided that (i) the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (ii) the aggregate principal amount of Debt permitted under this clause (j) shall not exceed $20,000,000 at any time outstanding and (iii) such Debt is incurred pursuant to, or within 180 days after, the acquisition, construction or improvement thereof; (k) Debt of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date, or Debt of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a transaction permitted under Section 6.05; provided that (i) such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) the aggregate principal amount of Debt permitted by this clause (k) shall not exceed $10,000,000 at any time outstanding,; (Bl) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management and other bank product services (1including purchase card services) Capitalized Leases or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within twenty (20) Business Days of the incurrence thereof; (m) Permitted ABL Debt in an aggregate principal amount not to exceed in the aggregate (i) $10,000,000 150,000,000 at any time outstanding plus (ii) $50,000,000 at any time outstanding, and (2) so long as, in the case of any Capitalized Lease to this clause (ii), on the date on which any Subsidiary credit facility (including any incremental commitments under an existing credit facility) under which Permitted ABL Debt in excess of $150,000,000 would be made available becomes effective, the Total Leverage Ratio, calculated on a Loan Party is a party, any Contingent Obligation pro forma basis after giving effect to such credit facility and assuming the full utilization of such Loan Party guaranteeing the Obligations credit facility as loans, shall be 2.50 to 1.00 or less; provided that at any time no more than $25,000,000 of such Subsidiary under such Capitalized Lease,Debt outstanding may be the primary obligation (as borrower or account party) of Subsidiaries that are not Loan Parties; and (Cn) Debt reimbursement obligations in respect of Hedge Agreements designed to hedge against fluctuations in interest rates surety, appeal or foreign exchange rates performance bonds or similar obligations incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Partythe Borrower, Debt owed to any other Loan Party or any wholly-a wholly owned Subsidiary of any Loan Partythe Borrower which is a Subsidiary Guarantor, provided that, in each case, such which Debt (yx) shall be on terms acceptable to the Administrative Agent constitute Pledged Debt and (zy) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Agent and such promissory notes shall (unless payable shall, in the case of Debt owed to the Borrower) by their terms a Loan Party, be subordinated to pledged as security for the Obligations of the Loan Parties holder thereof under the Loan DocumentsDocuments to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party Party, constitute Pledged Debt and (other than y) shall be evidenced by promissory notes in form and substance satisfactory to the Parent GuarantorAdministrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) So long as (1) no Default has occurred and is continuing, and (2) immediately after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), (III) Debt secured by Liens permitted by Section 5.02(a)(vi), (IV) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), (V) Debt secured by Liens permitted by Section 5.02(a)(viii), and (VI) Debt not to exceed $20 million in principal amount incurred under the Chester Financing Agreement to refinance the Chester Lease following the exercise of the Chester Buyout Option (such Debt being the "CHESTER BUYOUT DEBT"), in an aggregate ▇rincipal amount (for all debt permitted under this Section 5.02(b)(iii)(B) not to exceed in the aggregate sum of (x) $10,000,000 at any time outstanding, 50,000,000 plus (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2y) in the case of Debt permitted under clause (III) and (IV) above (or any Capitalized Lease refinancing thereof), ---- the portion of the Loan Value (immediately prior to the incurrence of such debt or the consummation of the sale-leaseback transaction, as applicable) attributable to Eligible Real Property or Eligible Equipment with respect to which a Lien permitted by Section 5.02(a)(vi) has been granted, or which have been sold in connection with such sale-leaseback transaction, provided, however, that the Chester Buyout Debt shall be excluded from the limitation described above so long as such exercise is consummated within three months of the date hereof, and provided, further, that such Debt incurred pursuant to this Section 5.02(b)(iii)(B) (excluding the Chester Buyout Debt so long as th▇ ▇▇▇▇▇ise of the Chester Buyout Option is consumma▇▇▇ ▇▇▇hin three months of the date hereof) shall not have scheduled amortization payments prior to the Termination Date in an aggregate principal amount (together with the aggregate scheduled amortization payments prior to the Termination Date of any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing Debt permitted pursuant to clause (C) below) greater than the Obligations of such Subsidiary under such Capitalized LeaseAmortization Basket, (C) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the Existing Indentures, provided that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing, (y) there is no scheduled amortization payments in respect of Hedge Agreements designed such extending, refunding or refinancing Debt prior to hedge against fluctuations the Termination Date in interest rates an aggregate principal amount (together with the aggregate scheduled amortization payments prior to the Termination Date of any Debt permitted pursuant to clause (B) above) greater than the Amortization Basket and (z) any security arrangements in respect of such extended, refunded or foreign exchange rates refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time, (D) The Surviving Debt, (E) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt (other than Debt issued pursuant to the Existing Indentures) of the type described in clause (B) above, provided that (x) there is no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 15, 2006 that is more onerous than the remaining scheduled amortization prior to December 15, 2006, if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured Debt owing to G-I Holdings or BMCA Holdings in an aggregate principal amount not to exceed at any one time outstanding, the sum of (x) an aggregate amount up to $45 million, provided such amount was advanced by the Borrower to G-I Holdings or BMCA Holdings on or after January 17, 2003 and prior to the Effective Date plus (y) the aggregate amount advanced by the Borrower to G-I Holdings or BMCA Holdings on and after the Effective Date in accordance with Section 5.02(f)(x); provided, however, that no payments shall be made with respect to Debt permitted under this clause (F) unless on the date of each such payment, the Borrower shall have pro forma liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower) of at least the Specified Liquidity Amount. (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers' compensation liabilities, taxes, assessments or other obligations, provided that such Debt is incurred in the ordinary course of business and consistent with prudent business practicesbusiness, and (DH) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) Loan Party consisting of Contingent Obligations in respect of Assets Debt of other than Borrowing Base AssetsLoan Parties, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that so long as such other Loan Parties are permitted to incur such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04hereunder.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to No Originator shall create, incur, assume or suffer permit to exist, exist any Debt, except: Debt (other than Debt of a type described in parts (f) or (g) of the definition of such term in Annex X) except (i) Debt under the Loan Documents; of such Originator to CRLLC, any Affected Party, any Purchaser Indemnified Person, or any other Person expressly permitted by this Agreement or any other Related Document, (ii) in the case of any Loan Party or any Subsidiary of a Loan Partydeferred taxes, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingextent permitted under applicable law, refunding or refinancing such Surviving Debt; (iv) endorser liability in connection with the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; , (v) unsecured Debt arising out of the Credit Facility, (vi) existing Debt described on Schedule 4.03(k), (vii) recourse secured Debt incurred or assumed for the purpose of financing all or any part of such Originator's cost of acquiring any fixed asset provided that the aggregate outstanding principal amount of all such Debt for any and all Originator's combined shall not exceed $1,000,000 at any one time; (viii) any other unsecured Debt, non-recourse Debt and Capital Lease Obligations (all such unsecured Debt, non-recourse Debt and Capital Lease Obligations being herein collectively referred to as the "New Debt") provided that (x) the aggregate allocated principal amount of such Capital Lease Obligations does not exceed $10,000,000 at any one time and (y) after giving effect to the incurrence of any New Debt, the ratio (expressed as a percentage) of (1) the total consolidated Debt (Aincluding without limitation New Debt) is of Cone ▇▇▇▇▇ and its Subsidiaries to (2) the sum of the total consolidated Debt (including without limitation New Debt) of Cone ▇▇▇▇▇ and its Subsidiaries plus the consolidated Net Worth of Cone ▇▇▇▇▇ and its Subsidiaries shall not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Assetexceed 65%, and (Cix) shall any refinancings, amendments or modifications of any of the Debt permitted pursuant to clause (vi) or (vii) above which does not exceed in have the aggregate at any time outstanding 10% effect of Total Asset Value; and increasing the principal amount thereof (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04other than to add accrued interest, fees or related expenses to such principal amount).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Second Lien Loan DocumentsDocuments in an aggregate principal amount not to exceed $350,000,000; (iii) Debt incurred solely to finance Permitted Developments not to exceed in the Surviving Debt described on Schedule 4.01(n) hereto and aggregate, when taken together with any Refinancing Debt extendingequity proceeds referred to in Section 5.02(f)(viii)(A), refunding or refinancing such Surviving Debt$140,000,000; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(v) not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding,; (v) to the extent constituting Debt, (A) payment obligations under Secured Hedge Agreements and (B) obligations under the Borrower’s fuel oil inventory financing program relating to (1x) Mystic I, not to exceed in the aggregate at any time 750,000 bbls and (y) Fore River, not to exceed in the aggregate at any time 700,000 bbls; (vi) to the extent permitted under Section 5.02(l) and constituting Debt, obligations under any (A) Permitted Commodity Hedge and Power Sale Agreements and (B) other Commodity Hedge and Power Sale Agreements with net exposure thereunder not to exceed in the aggregate at any time $100,000,000; (vii) Debt owed to any Loan Party, which Debt shall (x) constitute Pledged Debt, (y) be subordinated pursuant to the Terms of Subordination and (z) be otherwise permitted under Section 5.02(f); (viii) Capitalized Leases not to exceed in the aggregate $10,000,000 20,000,000 for Fore River, $40,000,000 for Mystic Development and $15,000,000 for Mystic I, in each case, at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,; (Cix) to the extent constituting Debt, Debt in respect of Hedge Agreements designed performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to hedge against fluctuations in interest rates pay insurance premiums, take or foreign exchange rates pay obligations and similar obligations incurred in the ordinary course of business and consistent not in connection with prudent business practices, andDebt for Borrowed Money; (Dx) Non-Recourse other unsecured Debt of the Loan Parties issued in settlement of delinquent obligation of the Loan Parties or disputes between the Loan Parties and other Persons under Contractual Obligations of the Loan Parties (including, without limitation, the JV Pro Rata Share other than in respect of Non-Recourse Debt); (xi) Guaranteed Debt of any Joint Venture) Loan Party in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default any Debt otherwise permitted to be incurred under any of the covenants contained in this Section 5.045.02(b); (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vixii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businesscollection; (viixiii) recourse secured (without duplication) Surviving Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viiixiv) other unsecured Debt of the incurrence of which would Loan Parties in an aggregate amount not result in a Default under Section 5.04to exceed $50,000,000 at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries or any Excluded Subsidiary (other than any Excluded Subsidiary of the type referred to in clause (b) or (c) of the definition thereof) to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) extent constituting Debt, Obligations under the Contract Support Documents; provided that at no time shall be evidenced by promissory notes in form and substance satisfactory any such Obligations constitute Contract Support First Lien Advances to the Administrative Agentextent that the outstanding principal amount of such Contract Support First Lien Advances when taken together with the Maximum First Lien Claims under any Permitted Commodity Hedge and Power Sale Agreement then in effect exceed $475,000,000; (iii) secured Debt under any letter of credit facility (including, which promissory notes shall (unless payable without limitation, the Special L/C Facility, any Special L/C Incremental Facility, any Debt incurred under any Second Lien Incremental Facility to the Borrowerbe used for such purposes and any Synthetic L/C Facility) by their terms be subordinated to the that supports Obligations of the Loan Parties under the Loan Documents; Purchase Agreement, Permitted Commodity Hedge and Power Sale Agreements or other Obligations incurred in connection with the operation of the Projects, in an aggregate principal amount not to exceed $650,000,000 at any one time outstanding; provided that (iiiA) the Surviving lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt described on Schedule 4.01(nare party to the Intercreditor Agreement as, and shall have the obligations of a First Lien Secured Party or Second Lien Secured Party thereunder, (B) hereto such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents, and any Refinancing (C) such Debt extending, refunding or refinancing such Surviving Debt;shall not mature earlier than the Termination Date; LSP Gen Finance First Lien Credit Agreement (iv) secured Debt to finance the acquisition of the Ontelaunee Project (including any Debt under any Second Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any Ontelaunee Credit Increase) in an aggregate amount not to exceed $165,000,000 in the case aggregate; provided that (A) the lender(s) or letter of each Loan credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder; (other B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents; (C) such Debt shall not mature earlier than the Parent GuarantorTerm Maturity Date, and (D) and its Subsidiaries,the Borrower shall have received a Ratings Reaffirmation; (v) secured Debt in the form of term loans or revolving credit facilities (including any Debt under any Second Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any General Working Capital Credit Increase) in an aggregate amount not to exceed $100,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents (as defined in the Intercreditor Agreement), (C) such Debt shall not mature earlier than the Termination Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (vi) Debt under the Second Lien Loan Documents in an aggregate principal amount that is not in excess of $150,000,000 plus the amount of any Debt incurred under the Second Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iii), (iv) or (v); (vii) to the extent constituting Debt, obligations under (A) Contractual Obligations in effect as of the date hereof to the extent not constituting Debt for Borrowed Money and (B) Commodity Hedge and Power Sale Agreements to the extent permitted under Section 7.02(l); (viii) Debt secured by Liens permitted by Section 5.02(a)(ivclause (q) of the definition of “Permitted Liens” not to exceed in the aggregate aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.02(b)(ix), $10,000,000 75,000,000 at any time outstanding,; (B) (1ix) Capitalized Leases not to exceed in the aggregate aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.02(b)(viii), $10,000,000 75,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,; (Cx) Debt in respect of South Bay Lease Obligations; provided that the Borrower shall have taken the actions contemplated by Section 5.01(c)(ii); LSP Gen Finance First Lien Credit Agreement (xi) to the extent constituting Debt, payment obligations under Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in respect of the Facilities and Second Lien Obligations incurred in the ordinary course of business and consistent with prudent business practices, and practice (Dit being acknowledged and agreed that any such Hedge Agreements entered into for the purpose of complying with Section 7.01(o) Non-Recourse above shall be deemed to be permitted Debt under this clause (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04xi)); (vxii) Debt owed to any Loan Party, which Debt shall (A) constitute Pledged Debt or Pledged Parent Debt, (B) be on terms reasonably acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.02(f); (xiii) in the case of any Non-Recourse Subsidiary, Non-Recourse Debt; provided that (A) before and after giving effect to the Parent incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing, and (B) any Working Capital Letter of Credit issued for the benefit of such Group II Portfolio Company shall be terminated, returned for cancellation or cash collateralized in an amount equal to 102.5% of the Available Amount thereof prior to or simultaneously with the incurrence of such Non-Recourse Debt; (A) Debt of a Person or Debt attaching to assets of a Person that, in either case becomes a Subsidiary of the Borrower and is a Guarantor hereunder or Debt attaching to assets that are acquired by the Borrower or any Guarantor as a result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by any Loan Party (other than any such Person that becomes a Guarantor hereunder) and (3) (x) the Equity Interests in such Person are or will be pledged to the First Lien Collateral Agent to the extent required under Section 7.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Person pursuant to Section 7.01(q) shall have been or will be taken; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Guarantor incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the LSP Gen Finance First Lien Credit Agreement Loan Party so incurring such Debt) or, in the case of any Debt of any Guarantor, by the Borrower, (2)(x) the Borrower pledges or will pledge the Equity Interests of such Acquired Person to the First Lien Collateral Agent to the extent required under extent required under Section 7.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Acquired Person pursuant to Section 7.01(q) shall have been or will be taken, (3) any such Debt consisting is incurred prior to or within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of Customary Carve-Out Agreementssuch Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 7.03(b) or 7.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended, and (IV) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; (vixvi) endorsements Debt arising from agreements of negotiable instruments the Loan Party, any Guarantor or any of their Subsidiaries providing for deposit indemnification, adjustment of purchase price, earn-out, non-complete, consulting, deferred compensation or collection other similar obligations in connection with any Permitted Acquisition or Asset Sale permitted in accordance with Section 7.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower, such Guarantor or such Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for the purposes of this clause (A)) and (B) in the case of any Asset Sale, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent change in value), actually received by the Borrower, such Guarantor or such Subsidiary in connection with such Asset Sale; (xvii) other unsecured Debt in an aggregate amount not to exceed $35,000,000 at any one time outstanding; LSP Gen Finance First Lien Credit Agreement (xviii) to the extent constituting Debt, Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar transactions obligations incurred in the ordinary course of businessbusiness and not in connection with Debt for Borrowed Money; (viixix) recourse secured DebtDebt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Hedge Agreements or Permitted Commodity Hedge and Power Sale Agreements; and (xx) Debt incurred to Refinance the Working Capital Facility and any Debt permitted to be incurred under Section 7.02(b)(v) (a “Permitted Working Capital Refinancing”); provided that such Debt (A) is the aggregate principal amount of such Debt does not recourse exceed the sum of (1) the aggregate amount of the Working Capital Commitments immediately prior to such refinancing plus (2) an amount, when taken together with any Subsidiary Guarantor that owns Debt outstanding pursuant to Section 7.02(b)(v), not to exceed $100,000,000 plus (3) the amount of any Borrowing Base Asset or accrued and unpaid interest in respect of such outstanding principal amount plus (4) the amount of any direct or indirect Equity Interest thereinreasonable fees and expenses incurred in connection with such Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is not no earlier than the Termination Date, (D) such Permitted Working Capital Refinancing shall only be secured by any the Liens created by the Collateral Documents or the Second Lien on any Borrowing Base AssetCollateral Documents, and (CE) shall not exceed in to the extent that the aggregate at principal amount of such Debt exceeds the sum of the aggregate principal amount of the Working Capital Commitments immediately prior to such refinancing plus the amount of any time accrued and unpaid interest in respect of such outstanding 10% principal amount the amount of Total Asset Valueany reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall have received a Ratings Reaffirmation; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. CreateNo Loan Party shall, incur, assume or suffer to exist, or nor shall it permit any of its Restricted Subsidiaries to createto, directly or indirectly, incur, assume create, assume, or suffer permit to exist, exist any Debt, except: (ia) Debt under the Loan DocumentsObligations; (iib) existing Debt described on Schedule 8.1; (c) Purchase Money Debt and Capitalized Lease Obligations in an aggregate principal amount at the case time incurred, together with the principal amount outstanding of all other Debt incurred pursuant to this clause (c), not to exceed the Threshold Amount; (d) Debt associated with worker’s compensation claims; (e) unsecured intercompany Debt owed by any Loan Party or to another Loan Party, (ii) owed by any Loan Party to a Restricted Subsidiary of that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, ; provided that, in each case, that such Debt (yA) shall be on terms acceptable subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent and (zB) does not require the payment of cash interest by any Loan Party to a non-Loan Party, and (iii) owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party; provided that such Debt (A) is permitted under Section 8.5 and (B) shall be evidenced by a promissory notes in form note pledged and substance satisfactory delivered to Administrative Agent pursuant to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Security Documents; (iiif) the Surviving Guarantees by any Loan Party of Debt described on Schedule 4.01(n) hereto and of any Refinancing Debt extending, refunding or refinancing such Surviving Debtother Loan Party not otherwise prohibited pursuant to this Section 8.1; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ag) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case associated with financing of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions insurance premiums in the ordinary course of business; (viih) recourse secured Debt arising from the honoring by a bank or other financial institution of a check, draft, payment order or other debit drawn, presented or issued against insufficient funds in the ordinary course of business so long as such Debt is extinguished within three (3) Business Days of its incurrence; (i) any unsecured senior or unsecured senior subordinated Debt of Borrower or any Restricted Subsidiary and guarantees thereof by Borrower or any Restricted Subsidiary; provided that, in each case: (i) such Debt shall solely be comprised of unsecured senior or unsecured senior subordinated Debt, provided (ii) such Debt shall not provide for any amortization of principal or any scheduled prepayments of principal on any date prior to 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iv) such Debt (or the documents governing such Debt) shall not contain (A) is not recourse financial maintenance covenants that are more restrictive or onerous with respect to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinBorrower and its Restricted Subsidiaries than the financial maintenance covenants in this Agreement (as determined in good faith by senior management of Borrower), (B) is not secured covenants (other than financial maintenance covenants) or events of default, taken as a whole, that are more restrictive or onerous with respect to Borrower and the Restricted Subsidiaries than the covenants (other than financial maintenance covenants) and events of default in this Agreement (as determined in good faith by any Lien on any Borrowing Base Assetsenior management of Borrower), and (C) restrictions on the ability of Borrower or any of its Subsidiaries to guarantee the Obligation or to pledge assets as collateral security for the Obligations, (D) any mandatory prepayment or Redemption provisions which would require a mandatory prepayment or Redemption of such Debt (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a “change in control”) or (E) any prohibition on the prior repayment of any Obligations, (v) immediately after giving effect to the incurrence or issuance of such other Debt, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.8(f) on account thereof and on the date of such incurrence or issuance of such Debt: (A) Borrower shall not exceed be in pro forma compliance with each of the aggregate at any time outstanding 10% Financial Covenants, in each case, for the Rolling Period most recently ended for which financial statements are available and (B) no Event of Total Asset ValueDefault or Borrowing Base Deficiency shall exist and (vi) the Borrowing Base shall automatically be reduced on the date of the incurrence or issuance of such Debt to the extent (if any) required by Section 2.8(f); and (viiij) unsecured other Debt in an aggregate principal amount at the incurrence time incurred, together with the principal amount outstanding of which would all other Debt incurred pursuant to this clause (j), not result in a Default under Section 5.04to exceed the Threshold Amount.

Debt. Create, incur, assume or suffer to exist, or permit any Subsidiary of its Subsidiaries Parent to create, incur, assume or suffer to exist, any Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.02 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the Closing Date except: (i) Debt under the Loan Documents; (iia) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Ci) Debt in respect of Hedge Agreements designed required to be maintained pursuant to Section 6.15, and such other Hedge Agreements entered into to hedge against fluctuations in interest rates or foreign exchange rates and the price of metals incurred in the ordinary course of business and consistent with prudent business practicespractice, and and (Dii) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, any Existing Letter of Credit or any Bank Guarantee to the incurrence extent that a Letter of which would not result Credit has been issued and is outstanding hereunder to support such Loan Party’s reimbursement obligation in a Default under any respect of the covenants contained in Section 5.04such Existing Letter of Credit or Bank Guarantee; (vb) Debt constituting Intercompany Loans to the extent permitted by Section 7.06(f) or other Intercompany Debt otherwise permitted by Section 7.06; (c) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements;its Subsidiaries, (vii) endorsements of negotiable instruments for deposit or collection or similar transactions Debt under the Loan Documents, (ii) Debt secured by Liens permitted by Section 7.01(d) not to exceed in the aggregate $100,000,000 at any time outstanding, (iii) unsecured trade payables not overdue by more than 60 days incurred in the ordinary course of business;, (viiiv) recourse secured DebtDebt under Capitalized Leases, provided that such Debt (A) is as determined in accordance with GAAP, in an aggregate amount not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $50,000,000 at any time outstanding 10% of Total Asset Valueoutstanding; and (viiiv) unsecured Debt the incurrence in respect of which would letters of credit or Bank Guarantees (other than those issued pursuant to this Agreement) in an aggregate principal amount not result in a Default under Section 5.04.to exceed $200,000,000 outstanding at any time;

Debt. CreateNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations, and (ii) the Banking Services Obligations; (b) Debt existing on the Closing Date and set forth on Schedule 6.1 and any Permitted Refinancing Debt in respect thereof; (c) intercompany Debt incurred by any Credit Party or any of its Restricted Subsidiaries owing to createany other Credit Party or Restricted Subsidiary; provided that, incur, assume (x) any such Debt of a Restricted Subsidiary that is not a Credit Party owed to a Credit Party shall be subject to Section 6.3 and (y) any such Debt of a Credit Party owed to a Restricted Subsidiary that is not a Credit Party shall be subordinated to the Secured Obligations pursuant to the Intercompany Subordination Agreement; (d) [Reserved]; (e) [Reserved]; (f) purchase money debt or suffer Capital Leases (including any Permitted Refinancing Debt in respect thereof) in an aggregate outstanding principal amount not to exist, exceed $100,000,000 at any Debt, except:time; (g) Hedging Arrangements permitted under Section 6.15; (i) Debt under arising from the Loan Documents; endorsement of instruments for collection in the ordinary course of business and (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business under performance, surety and consistent with prudent business practicesappeal bonds, and (D) Non-Recourse Debt (includinggovernment contracts, without limitationbids, the JV Pro Rata Share statutory obligations, regulatory obligations and other obligations of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04like manner; (vi) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements[Reserved]; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of CBI, (A) Debt in respect of Hedge Agreements maintained under Section 5.01(o) and other Hedge Agreements not in violation of Section 5.02(n); PROVIDED that no Hedge Agreement with any Person other than a Lender Party (or Affiliate of a Lender Party) may be a Secured Hedge Agreement, (B) Subordinated Debt of CBI evidenced by the Subordinated Debt Documents not to exceed the aggregate principal amount of the sum of (x) the principal amount of Debt permitted by Section 5.02(b)(iii)(D) which constitutes Subordinated Debt and (y) $500 million principal amount of additional Subordinated Debt issued after the date hereof at any time outstanding, and (C) Paid in kind interest under the Loan DocumentsOak Hill Indenture as in effect on the date hereof; (ii) in the case of any Loan Party or any Subsidiary of a Loan PartyCBI, Debt owed to any other Loan Party CBI or any wholly-to a wholly owned Subsidiary of any Loan PartyCBI, provided PROVIDED that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent Agents and (z) shall be if evidenced by promissory notes notes, in form and substance satisfactory to the Administrative Agent, which Agents and such promissory notes shall (unless payable to the Borrower) by their terms be subordinated to pledged as security for the Obligations of the Loan Parties holder thereof under the Loan Documents;Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements; and (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) CBI and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed $70,000,000 in the aggregate $10,000,000 principal amount at any time outstanding, (B) (1C) Capitalized Leases not to exceed in the aggregate $10,000,000 75,000,000 at any time outstanding, and to the extent included in "Capitalized Leases" for purposes of GAAP, IRUs incurred in the ordinary course of business, (D) the Surviving Debt (other than Debt under (iii)(C) above), and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, PROVIDED that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, PROVIDED FURTHER that (1) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the case stated maturity date or mandatory redemption date of any Capitalized Lease the Surviving Debt being so extended, refunded, refinanced or renewed and (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is subordinated in right of payment or otherwise to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of the Borrowers or any of their Subsidiaries under and in respect of the Loan Documents, such Subsidiary under extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Capitalized LeaseObligations to at least the same extent, (CE) unsecured Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business for borrowed money or for the deferred purchase price of property or services, maturing after the Termination Date, and consistent with prudent business practicesaggregating, andon a Consolidated basis, not more than $65,000,000 in aggregate principal amount at any one time outstanding, (DF) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viiG) recourse secured Debt, provided [Intentionally Omitted] (H) unsecured short-term Debt in an aggregate principal amount not to exceed $10,000,000, (I) Contingent Obligations of any of the Borrowers or any of the Subsidiary Guarantors guaranteeing all or any portion of the outstanding Obligations of any of the other Loan Parties; PROVIDED that such Obligations are not otherwise prohibited under the terms of the Loan Documents and such Contingent Obligations are unsecured, (J) Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, consisting of debits and (C) shall not exceed credits between CBI and its Subsidiaries arising under CBI's centralized cash management system more particularly described in the aggregate at any time outstanding 10% of Total Asset Valueattached Schedule 5.02(b)(iii)(J); and (viiiK) unsecured Debt of one or more Foreign Subsidiaries arising in the incurrence ordinary course of which would business in an aggregate principal amount not result to exceed $5,000,000 at any time outstanding; provided that all such Debt incurred pursuant to this subclause (K) shall be nonrecourse in a Default under Section 5.04all respects to the property and assets of the Loan Parties and their Subsidiaries (other than one or more of the Foreign Subsidiaries).

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) [Reserved]; (iii) Debt secured by Liens permitted by Section 5.02(a)(vi) not to exceed, together with Debt permitted under clause (iv) below, in an aggregate principal amount of $20,000,000 per Casino Property at any time outstanding; (iv) Capitalized Leases not to exceed in an aggregate principal amount, together with Debt permitted pursuant to clause (iii) above, $20,000,000 per Casino Property at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of any Loan Party or any is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “DEBT” guaranteeing the Obligations of such Subsidiary of a Loan Party, under such Capitalized Leases; (v) the Surviving Debt; (vi) [Reserved]; (vii) Debt owed to any other Loan Party the Borrower or any a wholly-owned Subsidiary of any the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, provided thatconstitute Pledged Debt, in each case, such Debt (y) shall be on terms reasonably acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (viii) to the extent such incurrence does not result in the incurrence by the Borrower or any of its Subsidiaries of any obligation for the payment of Debt for Borrowed Money of others, Debt of the Borrower or any of its Subsidiaries owed to any Person in connection with the termination of employment of or severance obligations owed to such Person and not to exceed $5,000,000 in the aggregate; (ix) Debt arising from agreements of the Borrower or a Subsidiary Guarantor providing for indemnifications and adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantee Obligations in respect of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that: (A) such Debt is not reflected on the balance sheet of the Borrower or any Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (ix)(A)); and (B) the maximum assumable liability in respect of all such Debt shall be evidenced at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by promissory notes the Borrower and any Subsidiary in form connection with such disposition; or (x) Debt of the type described in clause (i) or (j) of the definition of Debt that constitutes an Investment solely to the extent permitted by Section 5.02(f); (xi) unsecured Debt of the Borrower, subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to the Administrative Agent and substance satisfactory having a maturity date of not less than six months following the Maturity Date and having no amortization prior to the Maturity Date; (xii) unsecured Debt in an aggregate principal amount not to exceed $30,000,000, subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to the Administrative Agent, which promissory notes shall (unless payable and having a maturity date of not less than six months following the Maturity Date and having no amortization prior to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsMaturity Date; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Axiii) Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(xii) in an aggregate principal amount not to exceed in $10,000,000; and (xiv) Debt representing a refinancing, replacement or refunding of Debt permitted by clauses (b)(iii) through (b)(v) and (b)(xiii) above (the aggregate $10,000,000 “REFINANCING DEBT”); provided that (A) such Refinancing Debt has a Weighted Average Life to Maturity at any the time outstandingsuch Refinancing Debt is incurred which is not less than the remaining Weighted Average Life to Maturity of the Debt being extended, refunded, refinanced, defeased, renewed or replaced, (B) the terms relating to principal amount, amortization, maturity and subordination (1if any) Capitalized Leases not to exceed in the aggregate $10,000,000 at and other material terms, taken as a whole, of any time outstandingsuch Refinancing Debt, and (2) in the case of any Capitalized Lease agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to which the Loan Parties or the Lender Parties than the terms of any Subsidiary of a Loan Party is a partyagreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any Contingent Obligation of such Loan Party guaranteeing Refinancing Debt does not exceed the Obligations of such Subsidiary under such Capitalized Leasethen applicable market interest rate, (C) the principal amount (or accreted value, if applicable) of such Refinancing Debt in respect does not exceed the sum of Hedge Agreements designed to hedge against fluctuations in the outstanding principal amount (or accreted value, if applicable) of the Debt so extended, refunded, refinanced, defeased, renewed or replaced (plus all accrued interest rates or foreign exchange rates thereon and the amount of all premiums and reasonable expenses incurred in connection therewith), (D) the ordinary course Debt is incurred either by the Borrower or the Subsidiary that is the obligor of business and consistent with prudent business practicesthe Debt being extended, refunded, refinanced, defeased, renewed or replaced, (E) the Debt shall be secured only by the property or assets (if any) securing the Debt to be so extended, refunded, refinanced, defeased, renewed or replaced, and (DF) Non-Recourse such Refinancing Debt shall not include: (including, without limitation, the JV Pro Rata Share of Non-Recourse i) Debt of any Joint Venture) in respect a Subsidiary that extends, refunds, refinances, defeases, renews or replaces Debt or preferred stock of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, or (ii) Debt consisting of Customary Carve-Out Agreements; (vi) endorsements the Borrower or a Subsidiary that extends, refunds, refinances, defeases, renews or replaces Debt or preferred stock of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04an Unrestricted Subsidiary.

Debt. Create, incur, assume Such Loan Party shall not incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, exceptother than: (a) the Obligations; (b) Debt described on Schedule 7.15; (c) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 7.15; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not a Loan Party or guarantor of such Debt immediately prior to such refinancing shall become a Loan Party or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favourable to such Loan Party, the Agent or the Lenders than the original Debt; (d) Capital Leases of Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided that (i) Liens securing the same attach only to the Fixed Assets acquired by the incurrence of such Debt (and proceeds thereof) and (ii) the aggregate principal amount of such Debt (including Capital Leases and any such Debt described on Schedule 7.15) of all Loan Parties outstanding does not exceed the greater of (A) 2.0% of Consolidated Net Tangible Assets and (B) U.S.$15,000,000 at any time; (e) (i) intercompany Debt permitted under the definition of Permitted Investments, and (ii) Debt of any Loan Party to any Parent Company (provided that same is Subordinated Debt), to the Borrower or to any other Loan Party; (f) Subordinated Debt; (g) Debt in respect of the Bridge Facility, in the original principal amount of U.S.$570,000,000 plus any accrued pay-in-kind interest, capitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof; (h) Guarantees permitted by Section 7.14; (i) Debt under the Loan Documentsunder, or reimbursement obligations in respect of, letters of credit and bankers acceptances issued for performance, surety, appeal or indemnity bonds or with respect to workers’ compensation claims or other statutory obligations; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Aj) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed arising from netting services, overdraft protection, cash management services and otherwise in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstandingconnection with deposit, securities and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions commodities accounts in the ordinary course of business; (viik) recourse secured DebtDebt that is unsecured (other than by a Lien qualifying as a Permitted Lien) in respect of workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties, in each case in the ordinary course of business; (l) Debt arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or permitted disposition of any business, assets or Subsidiary; (m) Subordinated Debt issued in lieu of cash payments of Distributions permitted by Section 7.12; (n) Debt constituting a Permitted Investment (including obligations (contingent or otherwise) of any Loan Party existing or arising under any Hedge Agreement or other unsecured hedge arrangements, provided that such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, currency translation or property held or reasonably anticipated to be held by such Loan Party, or changes in the value of securities issued by such Person, and not for purposes of speculation and as otherwise permitted by Section 7.31; (o) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (Ap) Subordinated Debt of any Person that becomes a Loan Party after the Closing Date as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder, which Subordinated Debt exists at the time of such acquisition, merger or consolidation or amalgamation or other Investment; provided that (a) such Subordinated Debt exists at the time such Person becomes a Loan Party and is not recourse created in contemplation of or in connection with such Person becoming a Loan Party (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Loan Party), (b) the aggregate principal amount of Subordinated Debt permitted by this clause (p) and Section 7.15(q) shall not at any one time outstanding exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time and (c) such Debt is not guaranteed in any respect by any Loan Party; (q) Subordinated Debt incurred to finance any acquisition or other Permitted Investment in an aggregate amount for all such Subordinated Debt together with the aggregate principal amount of Indebtedness permitted by Section 7.15(p) not to exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time; (i) Debt representing deferred compensation or post retirement obligations to current or former officers, directors, consultants or employees (or their transferees, estates, or beneficiaries under their estates) of any Loan Party incurred in the ordinary course of business and (ii) Debt consisting of obligations of any Loan Party under deferred compensation or other similar arrangements incurred in connection with the Transactions and any Permitted Investment; (s) Debt that is unsecured and undertaken in connection with cash management and related activities with respect to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Assetjoint venture in the ordinary course of business, and (Cii) shall Debt of any joint venture (regardless of the form of legal entity) that is not exceed a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including in respect of intercompany arrangements) of the Loan Parties. (t) Following the Permitted Bridge Refinancing Date, additional Debt of any Loan Party in an aggregate principal amount not to exceed the greater of (i) U.S.$15,000,000 at any one time outstanding 10outstanding, and (ii) 2.0% of Total Asset ValueConsolidated Net Tangible Assets; (u) Debt in respect of Taxes being contested in good faith and in accordance with laws or to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; and (viiiv) unsecured Debt associated with and asset retirement and remediation liabilities to the incurrence of extent not constituting amounts due and owing but which would not result are required to be accrued as liabilities on the Financial Statements in a Default under Section 5.04accordance with GAAP.

Debt. Create, incur, assume assume, or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume assume, or suffer to exist, any Debt, except: (i1) Debt of the Borrower under this Agreement or the Loan DocumentsNotes; (ii2) Debt described in Schedule 4.14, but no renewals, extensions, or refinancing thereof; (3) Debt of the case of any Loan Party or any Borrower and each Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in and each case, such Debt (y) shall be Guarantor subordinated on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable Majority Banks to the Borrower) by their terms be subordinated to 's, Subsidiaries' and Guarantors' respective obligations under this Agreement and the Obligations of the Loan Parties under the Loan DocumentsNotes; (iii4) the Surviving Debt described on Schedule 4.01(n) hereto Accounts payable to trade creditors for goods or services and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates accrued liabilities incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii5) recourse secured Debt, provided that such Debt (A) is not recourse to of the Borrower or any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and Liens permitted by Section 6.01(7) not to exceed Five Million Dollars (C$5,000,000) shall not exceed in the aggregate at any time outstanding 10% aggregate; (6) Debt or other obligations incurred in connection with Earn Out Provisions. (7) Debt incurred in connection with Capital Leases but not to exceed Four Million Dollars ($4,000,000); (8) Up to Five Million Dollars ($5,000,000) of Total Asset Valueunsecured Seller Notes of companies in Permitted Acquisitions; and (viii9) Up to One Million Five Hundred Thousand Dollars ($1,500,000) in other unsecured Debt. (10) Up to Five Million Dollars ($5,000,000) in the aggregate of any Debt (other than Debt referred to in Sections 6.02(1) through 6.02(9) above) assumed in connection with Permitted Acquisitions and which (i) has been paid or refinanced under Sections 6.02 (1) through 6.02(9) above within six (6) months from the incurrence date of which would closing of the Permitted Acquisition or, if said six (6) months has not result in a Default yet expired, is to be paid or refinanced under Section 5.04Sections 6.02 (1) through 6.02(9) above within six (6) months from the date of closing of the Permitted Acquisition provided that (ii) said repayment or refinancing requirement does not apply to vehicle financing obligations.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) Debt under the Loan Documentshereunder; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsDocuments or under the $250,000,000 Credit Agreement (and the Loan Documents referred to and as defined therein); (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(ivclause (v) not to exceed in of the aggregate $10,000,000 at any time outstanding,definition of "Permitted Lien"; (Biv) the Debt listed on Schedule IV, provided that such Debt may be renewed, extended or otherwise modified on terms no less favorable to the Borrower or its Subsidiaries or the Banks than the existing terms of such Debt; (1v) Capitalized Leases Debt not to exceed in otherwise permitted by this Section 5.02(c) incurred by the aggregate $10,000,000 at any time outstanding, and Borrower and/or its Subsidiaries (2other than the Intercompany Creditor) in connection with the acquisition of any Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the conditions precedent set forth in Section 5.02(f)(i) or (ii), as the case of any Capitalized Lease to which may be; (vi) convertible Subordinated Debt incurred by the Borrower or any Subsidiary of the Borrower (other than the Intercompany Creditor) in connection with the acquisition of a Loan Party is a partyFacility (or the assets thereof), any Contingent Obligation Existing Clinic Acquisition or the acquisition of any Related Business, provided that the holder of any such Debt shall have executed and delivered a Subordination Agreement to the Agent; (vii) Subordinated Debt, whether convertible or not, in an aggregate principal amount not in excess of $150,000,000; provided that the Agent and the Majority Banks shall have approved in writing prior to the issuance thereof the terms and conditions relating to the issuance of such Loan Party guaranteeing Subordinated Debt, including the Obligations terms of such Subsidiary under such Capitalized Lease,any indenture executed in connection therewith; (Cviii) any Intercompany Debt or Debt permitted under the terms of Section 5.02(i) or 5.02(o); (ix) Contingent Obligations permitted under Section 5.02(d); (x) Debt in respect under any interest rate, currency or other protection, hedge, cap, collar, swap or similar agreement entered into by the Borrower with any of Hedge Agreements designed the Banks or their respective Affiliates from time to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, time; and (Dxi) Non-Recourse unsecured Senior Debt in an aggregate principal amount not in excess of $50,000,000 incurred by the Borrower or any of its Subsidiaries (other than the Intercompany Creditor) to fund any Existing Clinic Acquisition or the acquisition of any Facility (or the assets thereof) or any Related Business; provided, however, that such unsecured Senior Debt contains terms and conditions, including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assetsinterest rates, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in and defaults, no greater or more restrictive, as the case may be, than those contained herein; provided, further, that there can be no principal repayments of such unsecured Senior Debt until one year after the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04Revolver Termination Date.

Debt. CreateThe Company shall not, directly or indirectly, ---- create, incur, assume or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist, any Debt, exceptDebt other than the following: (ia) Debt obligations under the Loan Operative Documents; (iib) in the case Debt set forth on Schedule 8.24 and any extension, renewal or replacement of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt that is on at least as favorable terms (yadjusted for market conditions at the time of such extension, renewal or replacement) shall be on terms acceptable to and that does not increase the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations aggregate principal of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ac) Debt secured owing by Liens permitted by Section 5.02(a)(iv(i) the Company to any Subsidiary in any amount, (ii) the Material Subsidiaries to the Company in any amount and (iii) Subsidiaries that are not Material Subsidiaries to the Company in an aggregate outstanding amount not to exceed in 10% of the aggregate $10,000,000 Consolidated Tangible Net Worth at any time outstanding,time; (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cd) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in Commercial Paper issued by the ordinary course of business Company under a Commercial Paper Program for which the Revolving Credit Agent and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any Revolving Credit Lenders are providing credit enhancement as contemplated by Section 2.13 of the covenants contained in Section 5.04Revolving Credit Agreement; (ve) in the case Debt incurred as a result of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viif) recourse secured DebtOther Debt of the Company and its Subsidiaries (including any Subsidiary that is acquired by (or merged or consolidated into) the Company or a Subsidiary after the Closing Date) in an aggregate amount not to exceed $200,000,000 at any time outstanding; provided however, provided that such Debt that: -------- ------- (A) is The incurrence of any such Debt would not recourse to result in a violation of any Subsidiary Guarantor that owns any Borrowing Base Asset term of this Agreement or any direct other Operative Document, including without limitation, Section 8.23 hereof, or indirect Equity Interest therein, otherwise result in a Default or Event of Default; (B) is not secured by any Lien on any Borrowing Base Asset, Such other Debt (including Debt in respect to standby letters of credit) of the Company and (C) its Material Subsidiaries shall not exceed $175,000,000 in the aggregate at any one time outstanding 10% and shall be pari passu in right of Total Asset Valuerepayment with the obligations of the Company under the Operative Documents; (C) Such other Debt of Subsidiaries that are not Material Subsidiaries shall not exceed $50,000,000 in the aggregate at any one time outstanding; and (viiiD) unsecured Such other Debt (1) secured by Purchase Money Liens, (2) constituting Capitalized Lease Obligations and (3) assumed by the incurrence Company or any Subsidiary in connection with any transaction of merger or consolidation with any Person or in connection with the acquisition by the Company or a Subsidiary of all or substantially all of the assets constituting the business or a division or operating unit of a Person and which would such assumed Debt is secured by a Lien on assets acquired in connection with such merger, consolidation or acquisition, shall not result exceed $50,000,000 in a Default under Section 5.04the aggregate at any one time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any Subsidiary of its Subsidiaries Parent to create, incur, assume or suffer to exist, any Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.02 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the Closing Date except: (a) in the case of any Loan Party, (i) Debt in respect of Hedge Agreements required to be maintained pursuant to Section 6.15, and such other Hedge Agreements entered into to hedge against fluctuations in interest rates or foreign exchange rates and the price of metals incurred in the ordinary course of business and consistent with prudent business practice, and (ii) Debt in respect of any Existing Letter of Credit or any Bank Guarantee to the extent that a Letter of Credit has been issued and is outstanding hereunder to support such Loan Party’s reimbursement obligation in respect of such Existing Letter of Credit or Bank Guarantee; (b) Debt constituting Intercompany Loans to the extent permitted by Section 7.06(f) or other Intercompany Debt otherwise permitted by Section 7.06; (c) in the case of Parent and its Subsidiaries, (i) Debt under the Loan Documents;, (ii) Debt secured by Liens permitted by Section 7.01(d) not to exceed in the case aggregate $100,000,000 at any time outstanding, (iii) unsecured trade payables not overdue by more than 60 days incurred in the ordinary course of business, (iv) Debt under Capitalized Leases, as determined in accordance with GAAP, in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (v) Debt in respect of letters of credit or Bank Guarantees (other than those issued pursuant to this Agreement) in an aggregate principal amount not to exceed $200,000,000 outstanding at any time; (d) Surviving Debt outstanding on the Closing Date without any extension, renewal or refinancing thereof, other than Permitted Refinancing Debt incurred in respect of any Loan Party or any Subsidiary of a Loan Party, such Surviving Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided thatthat the aggregate principal amount of Debt under this clause (d) shall not exceed the $370,000,000; (e) unsecured Debt of Parent, in each case, so long as (A) such Debt does not mature until at least six months after the Maturity Date in respect of the Term B Facility and has no scheduled amortization prior to that date, (yB) after giving effect to the incurrence of such Debt, Parent shall be on terms acceptable to in pro forma compliance with the Administrative Agent financial covenants set forth in Section 6.18, (C) at the time of incurrence of such Debt and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing and (zD) shall be evidenced by promissory notes in form and substance the documentation governing such Debt contains customary market terms reasonably satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be including, without limitation, if such Debt is subordinated Debt, provisions subordinating such Debt to the Obligations of the Loan Parties under the Loan Documents; (iiif) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving DebtClosing Date Preferred Equity issued by Parent in an aggregate principal amount outstanding not to exceed $450,000,000; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ag) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary Foreign Subsidiaries under lines of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (credit including, without limitation, the JV Pro Rata Share principal amount (or equivalent thereof) under letter of Non-Recourse Debt of credit facilities or Bank Guarantee facilities provided to any Joint Venture) in respect of Assets such Foreign Subsidiary from Persons other than Borrowing Base AssetsParent or any of its Subsidiaries, the incurrence proceeds of which would Debt are used for such Foreign Subsidiary’s working capital and other general corporate purposes, provided that the aggregate principal amount of all such Debt outstanding at any time for all such Foreign Subsidiaries shall not result in a Default under any of the covenants contained in Section 5.04exceed $200,000,000; (vh) in the case unsecured Debt of the Parent Guarantor and the Borrower, Debt or any Subsidiary consisting of Customary Carveunsecured guarantees by Parent or any Subsidiary of obligations (which guaranteed obligations do not themselves constitute Debt) of one or more Wholly-Out AgreementsOwned Subsidiaries of Parent; (vii) endorsements unsecured Debt of negotiable instruments for deposit Parent evidenced by a guaranty of the Debt or collection or similar transactions other obligations of any other Person (including Debt of Foreign Subsidiaries permitted pursuant to clause (g) above), so long as at the time of such incurrence of Debt, after giving pro forma effect to such incurrence, Parent shall be in the ordinary course of businesspro forma compliance with all financial covenants set forth in Section 6.18; (viij) recourse secured Debt, provided that Debt of Parent under the Shareholder Subordinated Notes issued after the Effective Date in connection with a redemption or repurchase of common stock of Parent pursuant to Section 7.07(a); (k) unsecured Debt of the Purchaser consisting of Loan Notes (as defined in the Press Release on the date hereof) and any unsecured guaranty of such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueParent; and (viiil) unsecured Debt of Parent and its Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.; and (m) Debt consisting of guaranties (x) by the incurrence Qualified Loan Parties of which would each other’s Debt to the extent such Debt being guaranteed is permitted under any of clauses (a) through (l) in this Section 7.02 and (y) by Subsidiaries of Parent that are not result Qualified Loan Parties of the Debt of any Subsidiary of Parent to the extent such Debt being guaranteed is permitted under any of clauses (a) through (l) in a Default under this Section 5.047.02.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its SubsidiariesBorrowers, (A) Subordinated Debt secured evidenced by Liens permitted the Subordinated Notes, and any Debt extending the maturity of, or refinancing, in whole or in part such Subordinated Notes, PROVIDED that the terms of any such extension or refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by Section 5.02(a)(iv) the Loan Documents, PROVIDED, FURTHER, that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to exceed such extension or refinancing, PROVIDED, FURTHER, that the terms relating to principal amount, amortization, maturity, interest rate, subordination, and other material terms of any such extension or refinancing and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the aggregate $10,000,000 at any time outstanding,Loan Parties or the Lender Parties than the terms of the Subordinated Notes. (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practicespractice, and (DC) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt consisting of any Joint Venture) in respect of Assets other than Borrowing Base Assets, undertaking by the incurrence of which would not result in a Default under any U.S. Borrower to guaranty the obligations of the covenants contained Mexico Subsidiary, in Section 5.04an aggregate principal amount not to exceed $35,000,000; (vii) in the case of any of its Restricted Subsidiaries (A) Debt owed to the Borrowers or to a Restricted Subsidiary of the Borrowers, and (B) in the case of the Parent Guarantor Mexico Subsidiary only, Debt in an aggregate amount not to exceed $35,000,000 at any time outstanding; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate amount equal to $50,000,000 at any time outstanding, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents, PROVIDED that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the Borrowerdirect and contingent obligors therefor shall not be changed, Debt consisting as a result of Customary Carve-Out Agreements;or in connection with such extension, refunding or refinancing, (viD) endorsements Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(xi) or (xii); PROVIDED that such Debt was not incurred in contemplation of such merger, consolidation or investment; and PROVIDED FURTHER that neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt; and PROVIDED FURTHER, that the aggregate amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $100,000,000 in the aggregate at any time outstanding, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viiF) recourse secured DebtDebt incurred in connection with an Investment made pursuant to Section 5.02(e)(xi) or (xii); PROVIDED, provided that such the aggregate amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (AD) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinof this Section 5.02(b)(iii), (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not in no event exceed $100,000,000 in the aggregate at any time outstanding 10% outstanding, (G) Debt consisting of Total Asset Value; guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries, (H) Debt in respect of any bankers' acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (viiiI) unsecured other Debt the incurrence of which would outstanding in an aggregate amount not result in a Default under Section 5.04to exceed $50,000,000 at any time outstanding.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) Debt under the Loan DocumentsObligations, and (ii) the Banking Services Obligations; (iib) Debt existing on the date hereof and set forth in the case Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals of any Loan such Debt subject to the last sentence of this Section 6.1. (c) intercompany Debt incurred by any Credit Party or any Subsidiary of a Loan Party, Debt owed owing to any other Loan Party or any wholly-owned Subsidiary of any Loan Credit Party, ; so long as such Debt is also permitted as an Investment under Section 6.3(e)(i); provided that, in each case, (i) to the extent such Debt (y) shall be on terms acceptable to is evidenced by an unsecured intercompany note, the Administrative Agent shall have a first priority Lien in such intercompany note and the receivable evidenced thereby and (zii) such Debt shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of on terms reasonably acceptable to the Loan Parties under the Loan DocumentsAdministrative Agent; (d) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to any Credit Party or Restricted Subsidiary; provided that, (i) such Debt is evidenced by an unsecured intercompany note, (ii) to the extent owed to a Credit Party, the Administrative Agent shall have a first priority Lien in such intercompany note and the receivable evidenced thereby, and (iii) the Surviving aggregate outstanding amount of all Debt described on Schedule 4.01(npursuant to this clause (d) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtdoes not exceed $10,000,000 less the aggregate amount of investments then outstanding pursuant to Section 6.3(l); (ive) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) an aggregate outstanding principal amount not to exceed in the aggregate $10,000,000 25,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04time; (vf) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out AgreementsHedging Arrangements permitted under Section 6.15; (vig) endorsements Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viih) recourse secured DebtDebt incurred by any Foreign Restricted Subsidiary under lines of credit made available for the purpose of supporting the operations of any Foreign Restricted Subsidiary in Canada or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (h) shall not exceed $5,000,000 at any time; (i) unsecured Debt of the Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets, (iii) the aggregate amount of such Debt shall not exceed $200,000,000, (iv) if at such time, there are no Term Loan Advances outstanding, the Borrower’s pro forma Leverage Ratio after giving effect to the incurrence or issuance of such Debt for the four fiscal most recent quarters for which financial statements shall be less than 2.50:1.00 and (v) the agreements and instruments governing such Debt shall not contain (A) (x) any financial maintenance covenants that are more restrictive than those in this Agreement, or (y) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (AC), (D) any restrictions on the ability of any Restricted Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Restricted Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document; (j) any guaranty of Debt so long as such underlying Debt is otherwise permitted hereunder; (k) Debt of any Restricted Entity that is non-recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset other Restricted Entity or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base AssetProperty thereof prior to the date of such Permitted Acquisition, and (Ciii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (k) shall not exceed $10,000,000; (l) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding 10% pursuant to this clause (l) shall not exceed $10,000,000; (m) secured Debt not otherwise permitted under the preceding provisions of Total Asset Valuethis Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $10,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $15,000,000 at any time; (o) unsecured Debt constituting earn-out obligations, contingent obligations or similar obligations of any Restricted Entity arising from or relating to a Permitted Acquisition; and (viiip) unsecured Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the incurrence ordinary course of which would business. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not result greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Borrower and its Subsidiaries than those contained in the Debt being renewed or refinanced; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (i) above. Notwithstanding anything else to the contrary, Foreign Restricted Subsidiaries shall not create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of Debt under clauses (h), (k), (m) and (n) of this Section 6.1 with an aggregate principal amount in excess of $10,000,000, except as may be increased in connection with a Default under Section 5.04refinancing in accordance with the immediately preceding sentence.

Debt. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any DebtDebt other than the following, exceptprovided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (i) Debt owed to the Borrower or to a Consolidated Subsidiary of the Borrower to the extent constituting an Investment permitted under the Loan Documents; (ii) in the case of any Section 5.02(i), provided that all such Debt owed by a Loan Party or any Subsidiary of to a Person that is not a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (yx) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Agent and (y) shall be evidenced by an intercompany note, and pledged to the Agent (or the DIP Term Loan Parties under Agent in accordance with the Loan Documents;Intercreditor Agreement) as Collateral, (ii) Debt existing on the Effective Date and described on Schedule 5.02(d), and any Permitted Refinancing thereof, (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv5.02(a)(iii) and (vi) in an aggregate amount not to exceed $25,000,000 at any time outstanding, (iv) Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents, (vi) [reserved], (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y) consisting of Hedge Agreement Obligations entered into in the ordinary course of business to protect the Borrower and its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 5.02(m), (viii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States in an aggregate amount not to exceed $40,000,000 at any time outstanding, (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such Subsidiaries, (b) letters of credit issued for the benefit of any such Subsidiaries, (c) Hedge Agreements entered into by any such Subsidiaries and permitted under Section 5.02(m), and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount for this clause (ix) not to exceed in the aggregate $10,000,000 at any time outstanding, (Bx) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viixi) recourse secured Debt, Debt which exists or may exist under the Secured Agreements in existence from time to time, (xii) Debt which exists or may exist under the Existing Secured Agreements in existence from time to time; provided that such Debt (A) is shall not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not be secured by any Lien on other than a Lien permitted under Section 5.02(a)(x), (xiii) unsecured Debt consisting of guarantees of amounts owing by customers of the Borrower under equipment and vendor financing programs in an aggregate amount not to exceed $25,000,000 at any Borrowing Base Assettime outstanding, (xiv) unsecured Debt in connection with surety bonds, guarantees and (C) shall not exceed letters of credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the like incurred in the ordinary course of business in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, (i) Debt arising under the DIP Term Loan Facility Documents in an aggregate principal amount not to exceed $848,200,000 at any time outstanding 10% and (ii) any Permitted Refinancing thereof or of Total Asset Valueany previous Permitted Refinancing thereof, (xvi) the Other Existing Letters of Credit, but, with respect to each Other Existing Letter of Credit, only until such time as such letter of credit expires in accordance with its terms in effect on the Original Effective Date or is otherwise cancelled or terminated, (xvii) Guarantees (i) of any Loan Party in respect of Debt of either Borrower or any other Loan Party otherwise permitted hereunder and (ii) of any Subsidiary that is not a Loan Party in respect of Debt of any other Subsidiary that is not a Loan Party otherwise permitted hereunder; and (viiixviii) unsecured additional Debt the incurrence of which would not result in a Default under Section 5.04to exceed $10,000,000 at any time outstanding.

Debt. Create, incur, assume or suffer to existexist any Debt other than: (a) In the case of the Borrower, (i) Debt incurred pursuant to the Loan Documents and (ii) Debt owed to a Subsidiary as a result of cash advances from such Subsidiary to Borrower after the Closing Date which shall be repaid from time to time; (b) In the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or permit to a Wholly Owned Domestic Subsidiary of the Borrower; provided, that such Debt shall be evidenced by an Intercompany Note, such Intercompany Note is assigned and pledged to the Administrative Agent pursuant to the terms of the Security Agreement and the Note Assignment Agreement and there are no restrictions whatsoever on the ability of such Subsidiary to repay such Debt; (c) In the case of the Borrower and any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptSubsidiaries: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv6.1(d) not to exceed in the aggregate $10,000,000 500,000 at any time outstanding, , (B) (1) Capitalized Leases Leases, collectively not to exceed in the aggregate $10,000,000 250,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed Operating Leases with a maximum annual rental obligation collectively not to hedge against fluctuations in interest rates or foreign exchange rates incurred exceed in the ordinary course of business aggregate $3,000,000 at any time outstanding and consistent with prudent business practices, (D) Debt existing on the Closing Date and described on Schedule 4.19; and (Dii) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viid) recourse secured DebtIn the case of Carsen, provided that such Debt incurred pursuant to (Ai) is the Canadian Credit Agreement in an amount not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, exceed $5,000,000 and (Cii) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueHedge Agreements permitted under Section 6.16(b); and (viiie) unsecured Debt the incurrence of which would assumed in connection with a Permitted Acquisition but not result incurred in a Default under Section 5.04contemplation thereof.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) obligations (contingent or otherwise) existing or arising under (i) any Hedging Agreement between a Loan Party and a Secured Party (or an Affiliate of a Secured Party) and (ii) any Hedging Agreement between a Loan Party and a Person that is not a Secured Party (provided that the Hedging Termination Value owed by the Loan Parties with respect to all such Hedging Agreements referred to in this clause (ii) shall not exceed $50,000,000 in the aggregate); provided that, in all such cases, (A) such obligations are (or were) entered into by such Loan Party in the Ordinary Course of Business and (B) such Hedging Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Debt owed by a Loan Party or a Subsidiary of a Loan Party to any other Loan Party which Debt is permitted as an Investment under the provisions of Section 10.2.3; (c) Debt under the Loan Documents; ; (d) Debt outstanding on the date hereof and listed on Schedule 10.2.2; provided that (i) the Loan Parties may only make regularly scheduled payments of principal and interest in respect of such Debt in accordance with the terms of the agreement or instrument evidencing or giving rise to such Debt as in effect on the Closing Date, (ii) the Loan Parties shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Debt or any agreement, document or instrument related thereto as in effect on the case Closing Date except that the Loan Parties may, after prior written notice to the Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Debt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Debt, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the Loan Parties shall furnish to the Agent all notices or demands in connection with such Debt either received by any Loan Party or on its behalf, promptly after the receipt thereof, or sent by any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary on its behalf, concurrently with the sending thereof, as the case may be; (e) Contingent Obligations of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt Guarantor in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and Debt otherwise permitted hereunder; (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.f)

Debt. Create, incur, assume No Loan Party shall incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, except: other than: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iiia) the Surviving Obligations; (b) Debt described on Schedule 4.01(n6.9; (c) hereto Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any Refinancing time; (d) Debt extendingconsisting of intercompany loans and advances made between the Loan Parties to the extent consistent with Section 7.29; (e) Debt evidencing a refunding, refunding renewal or refinancing extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such Surviving Debt; refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) in the case terms of each Loan Party (other such refunding, renewal or extension are not materially less favorable to such Consolidated Member, the Agent or the Lenders than the Parent Guarantor) and its Subsidiaries, original Debt; (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cf) Debt in respect of Hedge Agreements designed entered into for non-speculative purposes related to hedge against fluctuations hedging interest rates, currency values and commodities in interest rates or foreign exchange rates incurred in connection with the ordinary course of business and consistent with prudent business practices, and Core Business; (Dg) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (viih) recourse secured DebtDebt arising by reason of Guaranties by a Loan Party permitted under Section 7.12(b); (i) the MAST Debt in a principal amount not to exceed $20,000,000, provided that such less any principal payments on the MAST Debt (A) is not recourse from time to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, time; and (Cj) shall not exceed other unsecured Debt in the an aggregate principal amount at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04to exceed $1,000,000.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any DebtDebt other than, exceptin the case of the Borrower and any of its Subsidiaries: (i) Debt under the Loan Documents;, (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents;Surviving Debt, (iii) the Surviving Replacement Debt, provided that: (A) such Debt described on Schedule 4.01(nis incurred only after the Working Capital Termination Date as defined in clause (x) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtof the definition thereof contained in Section 1.01; (ivB) such Debt is incurred only after all outstanding Working Capital Advances shall have been, or shall be concurrently with the incurrence of such Debt, paid or prepaid in full, together with all accrued and unpaid interest thereon and other fees and amounts related to the case of each Loan Party Working Capital Advances and Working Capital Commitments; and (other C) such Debt is for a maximum amount no greater than $7,500,000 or the Parent Guarantor) and its Subsidiariesequivalent thereof at any time outstanding, (Aiv) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed in the an aggregate amount equal to $10,000,000 500,000 at any time outstanding, (Bv) Debt secured by Liens permitted by Section 5.02(a)(vi), (1vi) Capitalized Leases Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, the Borrower or any of its Subsidiaries or becomes a Subsidiary of the Borrower in accordance with the provisions of Section 5.02(e)(vi); PROVIDED that such Debt was not to incurred in contemplation of such merger, consolidation or investment; and PROVIDED FURTHER that the aggregate amount of all Debt incurred hereunder shall in no event exceed $1,000,000 in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cvii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viiviii) recourse secured DebtDebt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, provided that such customers, franchisees and licensees of the Borrower and its Subsidiaries, (ix) Debt in respect of any bankers' acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, (Ax) is Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice, and (xi) Subordinated Debt of the Borrower not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate $10,000,000 at any time outstanding 10% outstanding, PROVIDED that such Subordinated Debt may be incurred on any date only if the ratio of Total Asset ValueConsolidated EBITDA of the Borrower and its Subsidiaries for the Measurement Period ending with the end of the most recent Fiscal Quarter to the sum of (1) cash interest payable on, and amortization of debt discount in respect of, all Debt of the Borrower and its Subsidiaries scheduled to be paid during the period of 12 months next succeeding such date, PLUS (2) principal amounts of all Debt payable (other than repayments of Working Capital borrowings as a result of a non-extension of the Working Capital Commitment) by the Borrower and its Subsidiaries scheduled to be paid during the period of 12 months next succeeding such date, PLUS (3) interest on such Subordinated Debt to be incurred on such date, scheduled to be paid during the period of 12 months next succeeding such date, is not less than 2.75 to 1; PROVIDED, FURTHER, that Subordinated Debt which does not require interest to be paid in cash until such ratio has been satisfied may be issued notwithstanding the failure to satisfy such ratio; and PROVIDED, FURTHER, that no payment of principal of or deferred interest on such Subordinated Debt shall by the terms of such Debt be due and payable until after the Advances have all been paid in full in cash; and such Subordinated Debt shall be in all other respects on terms reasonably acceptable to the Lender, (xii) Subordinated Debt of the Borrower resulting solely and directly from the lending of Funds To Complete (as defined in the Completion Guaranty) by the Shareholders pursuant to Section 2.01(b)(ii) of the Completion Guaranty, PROVIDED that on the date of such lending no event shall have occurred and shall be continuing, or would result from such lending, that constitutes a Default, and (viiixiii) unsecured Subordinated Debt of the incurrence Borrower the proceeds of which would not result in a Default under are used solely and directly to pay or prepay (pursuant to Section 5.042.05(a)) the Term Advances then outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Partythe Borrower, Debt owed to any other Loan Party the Borrower or any wholly-to a wholly owned Subsidiary of any Loan Partythe Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Agent and such promissory notes shall (unless payable be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Borrower) by their terms be subordinated Collateral Agent pursuant to the Obligations terms of the Security Agreement; and (ii) in the case of the Loan Parties Parties; (A) Debt under the Loan Documents; (iiiB) the Surviving Debt described on Schedule 4.01(n) hereto Capitalized Leases and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(iv)(2) not to exceed in the aggregate $10,000,000 6,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,; (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, andSurviving Debt; (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viiE) recourse secured DebtDebt under the Pre-Petition 1997 Credit Agreement; (F) Debt under Senior Notes and the Senior Subordinated Notes; (G) Debt extending the maturity of, or refunding or refinancing, in whole or in part, Debt described in clauses (B), (C), (E), and (F) above, provided that (1) the terms of any such Debt (A) is not recourse to extending, refunding or refinancing Debt, and of any Subsidiary Guarantor that owns agreement entered into and of any Borrowing Base Asset or any direct or indirect Equity Interest thereininstrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B2) is the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to such extending refunding or refinancing Debt does not secured by any Lien on any Borrowing Base Assetexceed the then applicable market interest rate, and (C3) in the case of any Surviving Debt, the principal amount of such Surviving Debt shall not be increased above the principal amount, and interest accrued to the date of refinancing, thereof outstanding immediately prior to such extension, refunding or refinancing; (H) Unsecured Debt in an aggregate outstanding principal amount not to exceed at any time $2,500,000; (I) Debt incurred in connection with the Credit Card Program; and (J) Subordinated Debt not to exceed in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04$50,000,000.

Debt. Create, incur, assume Create or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume create or suffer to exist, any DebtDebt other than the following, exceptprovided, that, any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (i) Debt of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that, (A) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations on subordination terms reasonably satisfactory to the Agent and must be permitted under the Section 5.02(i)(ix) and (B) Debt of any Subsidiary that is not a Loan Documents;Party owing to any Loan Party shall be permitted under Section 5.02(i)(ix), 70 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 (ii) in Debt existing on the case Restatement Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Permitted Refinancing thereof, (iii) Debt of any Loan Party the Company or any Restricted Subsidiary of a Loan Party, Debt owed incurred to any other Loan Party finance the acquisition by the Company or any wholly-owned Restricted Subsidiary after the Closing Date of real property and improvements thereto (but not inventory or other personal property located therein) and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt, no Default (to the knowledge of any Loan Party) or Event of Default shall have occurred and be continuing, provided that, in each case, (B) the secured recourse to the Company or any Restricted Subsidiary of such Debt (y) shall be on terms acceptable limited to the Administrative Agent value of the real property and improvements financed by such Debt, and (zC) shall be evidenced the aggregate principal amount of Debt incurred and permitted by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not exceed (1) prior the Surviving Debt described Borrower Deleveraging Milestone Date, $20,000,000 and (20 on Schedule 4.01(nor after the Borrower Deleveraging Milestone Date, the greater of (1) hereto $45,000,000 or (2) one and any Refinancing Debt extending, refunding or refinancing such Surviving Debt;ninety-five hundredths percent (1.95%) of Total Assets, (iv) Debt of the Borrower or any Restricted Subsidiary relating to purchase money security interests (as defined in the case New York Uniform Commercial Code, as amended) and Permitted Refinancings thereof and any Permitted Refinancings of each Loan Party such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt no Default or Event of Default shall have occurred and be continuing, (B) such Debt (other than any Permitted Refinancings thereof or Permitted Refinancings of any such refinanced Debt) is incurred prior to or within two hundred seventy (270) days after such acquisition or the Parent Guarantorcompletion of such construction or improvement and (C) the aggregate principal amount of Debt incurred on or after the Closing Date and permitted by clauses (iii), (iv) and its Subsidiaries, (Axv) Debt secured by Liens permitted by Section 5.02(a)(ivof this 5.02(d) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) outstanding shall not exceed: (1) Capitalized Leases not prior to exceed in the aggregate Borrower Deleveraging Milestone Date, $10,000,000 at any time outstanding, 30,000,000 and (2) in on or after the case Borrower Deleveraging Milestone Date, the greater of any Capitalized Lease to which any Subsidiary (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized LeaseTotal Assets, (Cv) without duplication of any other Debt permitted hereunder, liabilities for leases of real property characterized as Debt for purposes of GAAP, (vi) Debt of the Company or any of its Restricted Subsidiaries consisting of take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business, (vii) Debt consisting of indemnification, earn-out obligations, adjustment of purchase price or similar obligations, or guarantees or letters of credit, bankers’ acceptances, accommodation guarantees, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case in connection with any Permitted Acquisition, any permitted Investment or any Disposition of any business, assets or Equity Interests of any Restricted Subsidiary permitted under Section 5.02(e), (viii) Debt consisting of the financing of insurance premiums in the ordinary course of business, (ix) Debt in respect of Hedge Hedging Agreements designed to hedge against fluctuations in the Borrower’s or any Restricted Subsidiary’s exposure to interest rates or rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and consistent with prudent business practices, andnot for speculative purposes, (Dx) Non-Recourse Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business (includingprovided, without limitation71 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 however, that such Debt is extinguished within ten (10) Business Days of the JV Pro Rata Share Company or the applicable Restricted Subsidiary becoming aware of Non-Recourse such Debt) or other cash management obligations and other Debt of any Joint Venture) in respect of Assets netting services, automatic clearinghouse arrangements, credit card processing, overdraft protections and similar arrangements in the ordinary course of business, (xi) other Debt so long as, immediately after giving effect to the issuance, incurrence or assumption of such Debt, (a) the Total Leverage Ratio on a pro forma basis is no greater than Borrowing Base Assets4.50 to 1.00 and (b) the Secured Leverage Ratio on a pro forma basis is no greater than 2.50 to 1.00, and any Permitted Refinancing thereof; provided, that, for the purposes of calculating the Secured Leverage Ratio for this Section 5.02(d)(xi), any Debt incurred pursuant to this Section 5.02(d)(xi) shall be deemed Secured Debt, (xii) Investments permitted under Section 5.02(i)(iv) and (vii) that constitute Debt, (xiii) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company and any Permitted Refinancing thereof; provided, that, such Debt was not created in contemplation of such merger, consolidation or acquisition, (xiv) Obligations arising under the Loan Documents, (xv) Debt of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of which would such Debt, no Default (to the knowledge of any Loan Party) or Event of Default shall have occurred and be continuing, (B) such Debt (other than any Permitted Refinancings thereof or Permitted Refinancings of any such refinanced Debt) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement and (C) the aggregate principal amount of Debt incurred and permitted under clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not result exceed (1) prior to the Borrower Deleveraging Milestone Date, $30,000,000 or (2) on or after the Borrower Deleveraging Milestone Date, the greater of (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of Total Assets, (xvi) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, in a Default connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding, (xvii) Debt incurred by Restricted Subsidiaries organized under the laws of any jurisdiction outside of the covenants contained United States in Section 5.04;an aggregate amount not to exceed $150,000,000 at any time outstanding, (vxviii) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements;[reserved], (vixix) endorsements Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viixx) recourse secured Debt consisting of Bank Product Obligations existing from time to time, 72 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 (xxi) Debt that is subordinated to the obligations of the Company under the Loan Documents on terms that are reasonably satisfactory to the Agent and the Required Lenders and any Permitted Refinancing thereof, provided, that, the aggregate principal amount of such Debt shall not exceed (A) prior to the Borrower Deleveraging Milestone Date, $22,500,000 and (B) on or after the Borrower Deleveraging Milestone Date, $50,000,000, in each case at any time outstanding, (xxii) Debt incurred by the Company or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, supporting obligations, bankers’ acceptances, performance bonds, surety bonds, statutory bonds, export or import indemnities, customs and appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; provided, that, no such Debt is Debt for Borrowed Money, (xxiii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business, (xxiv) [reserved], (xxv) unsecured Debt consisting of guarantees of amounts owing by customers of the Company under equipment and vendor financing programs in an aggregate amount, when combined with Investments pursuant to Section 5.02(e)(xv), not to exceed in each case at any time outstanding (A) prior to the Borrower Deleveraging Milestone Date, $30,000,000 and (B) on or after the Borrower Deleveraging Milestone Date, the greater of (1) $40,000,000 and (2) one and ninety-five hundredths percent (1.95%) of Total Assets, (xxvi) Guarantees by the Company of Debt of any Restricted Subsidiary and by any Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary permitted to be incurred hereunder; provided, that, such Guarantee by any Loan Party of any Debt of any Subsidiary that is not a Loan Party or such Guarantee by any Subsidiary that is not a Loan Party of any Debt of any Loan Party, in each case, shall be subject to Section 5.02(i), (xxvii) Term Loan Debt in an aggregate principal amount not to exceed $450,000,000 at any time outstanding, plus any interest paid in kind, and any Permitted Refinancing thereof, (xxviii) Debt arising under a Replacement ABL Facility, to the extent permitted under the Term Loan Agreement (as in effect on the date hereof), (xxix) to the extent constituting Debt, provided that (A) unsecured Debt of Borrower arising under the Series B Preferred Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof and (B) unsecured Debt of Borrower arising under the Series C Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof, (xxx) unsecured Debt (including preferred stock to the extent constituting Debt) of Borrower incurred after the Closing Date in an aggregate principal or face amount of up to $100,000,000 plus any interest paid in kind, provided, that, such Debt (A) does not have any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is ninety-one (91) days after the Maturity Date (other than, in the 73 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 case of Debt, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Debt from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions), (B) does not recourse mature prior to the date that is ninety-one (91) days after the Maturity Date, (C) does not have financial maintenance covenants (unless such covenants apply only after the maturity of the loans or are added for the benefit of the Lenders pursuant to a conforming amendment (which amendment shall not require the consent of the Lenders)), (D) does not have a definition of “Change in Control” (or any other defined term having a similar purpose) that is more restrictive than the definition of Change in Control set forth herein (unless such definition applies only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive definition (which amendment shall not require the consent of the Lenders)) and (E) does not otherwise have covenants or events of default that are, taken as a whole, materially more favorable to the holders of such Debt than those set forth in this Agreement, as reasonably determined by the Borrower (unless such covenants or events of default apply only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive covenants or events of default (which amendment shall not require the consent of the Lenders)), (xxxi) Debt representing deferred compensation or similar obligations to employees or directors of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business, (xxxii) Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary Guarantor that owns any Borrowing Base Asset to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of equity interests of the Company or any direct or indirect Equity Interest thereinparent of the Company permitted hereunder; provided, that, the aggregate principal amount of such Debt shall not exceed $10,000,000 at any time outstanding, (xxxiii) Debt of Foreign Subsidiaries in connection with Permitted Receivables Financing in an aggregate amount not to exceed $25,000,000 outstanding at any one time, (xxxiv) additional Debt of Loan Parties and any Restricted Subsidiaries not to exceed $60,000,000 at any time outstanding, (xxxv) issuance of Disqualified Stock, and (A) any Non-Recourse Debt of Non-Recourse Project Subsidiaries and (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed obligations of the Borrower or its Restricted Subsidiaries pursuant to Customary Recourse Exceptions in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04connection with such Non-Recourse Debt.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt Obligations under this Agreement and the other Loan Documents; #35074903_v10 (b) the ACF Indebtedness or any Equivalent Credit Line; provided that the aggregate principal amount of all such ACF Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $7,000,000; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ac) Debt secured by Liens permitted by Section 5.02(a)(iv7.2(b), Section 7.2(d), Section 7.2(e) not to exceed in or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate $10,000,000 amount of all such Debt permitted under Section 7.2(d) at any time outstanding,outstanding shall not exceed $100,000; (Bd) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (1e) Capitalized Leases not Debt (i) arising from customary agreements for indemnification related to exceed sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the aggregate $10,000,000 at any time outstanding, and (2) in the case acquisition or disposition of any Capitalized Lease to which any business, assets or Subsidiary of a Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business business, and consistent with prudent business practices, and (Diii) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) representing customer deposits and advance payments received in the case ordinary course of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments business from customers for deposit or collection or similar transactions goods purchased in the ordinary course of business; (viif) recourse secured Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (g) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, provided that (iii) as to such Debt (A) extension or renewal, no collateral or other form of security is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured granted by any Lien on any Borrowing Base Asset, and (C) shall not exceed Borrower in the aggregate at any time outstanding 10% of Total Asset Valueconnection therewith; and (viiii) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the incurrence ordinary course of which would business), in addition to the Debt listed above, in an aggregate outstanding amount not result in a Default under Section 5.04at any time exceeding $100,000.

Debt. CreateContract, incurcreate, incur or assume or suffer to existany Debt, or permit any of its Material Subsidiaries to contract, create, incur, or assume or suffer to exist, any Debt, except:except for (i) Debt under this Agreement and the other Loan Documents; (ii) (x) Surviving Debt and any Permitted Refinancing thereof, (y) Debt in the case respect of any Loan Party Qualified Receivables Transaction that is without recourse to any Borrower or any Restricted Subsidiary of (other than a Loan PartyReceivables Entity and its assets and, Debt owed as to any other Loan Party Borrower or any wholly-owned Subsidiary Restricted Subsidiary, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by any such Person and (z) Debt in respect of any Loan PartyPermitted Factoring Transaction; (iii) Debt arising from Investments among ▇▇▇▇ and its Restricted Subsidiaries that are permitted hereunder; (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) (i) guarantees of Debt otherwise permitted under this Agreement and (ii) guarantees and non-recourse Debt in respect of Investments in joint ventures permitted under Sections 5.02(e)(ix), (xiv), (xix) or (xxvi); provided thatthat the aggregate principal amount outstanding of such Debt does not exceed the greater of $200,000,000 and 3.0% of Total Assets; (vi) Debt of Foreign Subsidiaries in an aggregate principal amount outstanding not to exceed the greater of $600,000,000 and 15.0% of Total Foreign Assets; (vii) Debt constituting (i) Sale and Leaseback Transactions and (ii) purchase money debt and Capitalized Lease obligations (and, in each case, any Permitted Refinancing thereof); provided that, at the time of incurrence of such Debt (y) shall be on terms acceptable to and after giving pro forma effect thereto, the Administrative Agent aggregate principal amount outstanding of such obligations does not exceed the greater of $300,000,000400,000,000 and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations 4.55.5% of the Loan Parties under the Loan DocumentsTotal Assets; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (Bviii) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cx) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and consistent with prudent business practicescommodity prices, and(y) Debt arising under the Credit Card Program and (z) Debt permitted pursuant to Section 5.02(a)(vi)(z); (Dix) Non-Recourse Debt indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venturex) indebtedness in respect of Assets other than Borrowing Base Assetsnetting services, the incurrence of which would not result customary overdraft protections and otherwise in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for connection with deposit or collection or similar transactions accounts in the ordinary course of business; (viixi) recourse secured Debt, provided that such Debt (A) is not recourse payables owing to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed suppliers in connection with the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04.Tooling Program,

Debt. CreateThe Borrower will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist, any Debt, exceptDebt other than the following: (ia) Debt under the Loan Credit Documents; (iib) Debt existing on the date of this Agreement and described in Schedule 6.02, including renewals and refinancings of such Debt, so long as the case of principal amount thereof is not increased (other than to pay any Loan Party or any Subsidiary of a Loan Partyassociated premiums, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent fees and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documentsexpenses); (iiic) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the Surviving Debt described on Schedule 4.01(n) hereto parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in respect of any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Security Documents, but only, with respect to each such Bank, if and any Refinancing Debt extending, refunding or refinancing so long as such Surviving DebtBank remains a Bank); (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cd) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viie) recourse secured DebtDebt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (Aii) is not recourse in the case of any Debt owed by the Borrower to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien a Guarantor, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on any Borrowing Base Assetterms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole reasonable discretion; (Cf) shall Debt in respect of Capital Leases not exceed exceeding $15,000,000 in the aggregate amount equivalent to principal at any time outstanding 10% of Total Asset Valueoutstanding; (g) Debt secured by Liens permitted by Section 6.01(d), not exceeding $20,000,000 in aggregate principal amount at any time outstanding; (h) [Intentionally omitted]; (i) unsecured Debt in addition to that described above, not exceeding $15,000,000 in aggregate principal amount at any time outstanding; (j) Debt under the Note Agreement in an aggregate principal amount not to exceed $150,000,000; and (viiik) unsecured Funded Debt of the Borrower, a Finance Entity and/or any Guarantor and/or any unsecured guaranty by the Borrower or any Guarantor of Funded Debt of the Borrower or any Affiliate of the Borrower; provided that (i) the Borrower is in compliance with Section 6.14 immediately after giving effect to the incurrence of which would any such Funded Debt or guaranty determined based upon the outstanding amount of Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis immediately after giving effect to such incurrence, EBITDA for the four fiscal quarters most recently ended on or before the date of such incurrence and the maximum Leverage Ratio allowed as of the end of the fiscal quarter most recently ended on or prior to the date of such incurrence (and in the case of any guaranty of Funded Debt of the Borrower or any other Affiliate of the Borrower, the aggregate amount of such Funded Debt so guaranteed shall be “Funded Debt” of the Borrower for purposes of calculating the Leverage Ratio), (ii) such Funded Debt does not result impose any financial or other “maintenance” covenants on the Borrower or any of the Subsidiaries that are more onerous than the covenants set forth in a Default under Section 5.04this Agreement, (iii) such Funded Debt shall not require any scheduled payment on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) prior to the Termination Date and (iv) such Funded Debt shall contain terms and conditions that are customary for such transactions.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries or Non Recourse Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (i) Debt under the Loan Documents, including any Permitted Revolving Credit Refinancing; provided that (A) the lenders (or agent on behalf of the lenders) of such Permitted Revolving Credit Refinancing have become a party to the Intercreditor Agreement as, and have the obligations of, First Lien Secured Parties thereunder and (B) such Permitted Revolving Credit Financing shall only be secured by the Liens created by the Collateral Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Second Lien Loan DocumentsDocuments in an aggregate principal amount that is not in excess of $300,000,000; (iii) secured Debt under any letter of credit facility that either (A) supports a Permitted Commodity Hedge Agreement (including, without limitation, the Surviving Special LC Facility) or (B) supports working capital obligations, in an aggregate principal amount not to exceed $384,000,000 at any one time outstanding; provided that (x) any lender or letter of credit issuer of such Debt described on Schedule 4.01(nhas become a party to the Intercreditor Agreement as, and has obligations of, a First Lien Secured Party thereunder and (y) hereto and any Refinancing such Debt extending, refunding or refinancing such Surviving Debtshall only be secured by the Liens created by the Collateral Documents; (iv) in Debt under the case of each Loan Party (MSCG Hedging Facility, the MSCG Capacity Swap Agreement or any other than the Parent Guarantor) and its Subsidiaries,Permitted Commodity Hedging Agreement; (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (Cv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04practice; (vvi) Debt owed to the Borrower or a wholly owned Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be subordinated to the Parent Guarantor Facilities and on terms acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (vii) (A) Debt of a Person or Debt attaching to assets of a Person that, in either case, becomes a Loan Party or Debt attaching to assets that are acquired by the Borrower or any Loan Party as the result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Loan Party or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by the Parent, the Borrower or any other Loan Party (other than any such Person that so becomes a Loan Party) and (3) (x) the Equity Interests in such Person are pledged to the Collateral Agent to the extent required under Section 5.01(k) and (y) such Person executes a supplement to the Subsidiary Guaranty and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Section 5.01(k); and (B) any refinancing, refunding, renewal or extension of any Debt specified in subclause (A) above; provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, refunded, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Loan Party incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the Loan Party so incurring such Debt) or, in the case of Debt of any Subsidiary, by the Borrower, (2)(x) the Borrower pledges the Equity Interests of such acquired Person to the Collateral Agent to the extent required under Section 5.01(k) and (y) such acquired Person executes a supplement to the Guarantee and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Section 5.01(k), (3) any such Debt consisting is incurred prior to or within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of Customary Carve-Out Agreementssuch Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Parent would be in compliance with the covenants set forth in Section 5.04 as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 5.03(b) or 5.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent except to the extent permitted to be secured by a purchase money lien pursuant to Section 5.02(a)(x); and (B) any refinancing, refunding, renewal or extension of any Debt specified in subclause (A) above; provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension plus accrued and unpaid interest and fees, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, refunded, renewed or extended and (IV) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent except to the extent permitted to be secured by a purchase money lien pursuant to Section 5.02(a)(x); (viix) endorsements Debt arising from agreements of the Borrower or any Loan Party providing for indemnification, adjustment of purchase price, earn-out, non-compete, consulting, deferred compensation or other similar obligations in connection with any Permitted Acquisition or asset disposition permitted in accordance with Section 5.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower or such Loan Party (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) in the case of any asset disposition, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and the Loan Parties in connection with such disposition; (x) Non-Recourse Debt; provided that both before and after giving effect to the incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing; (xi) (A) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that (1) such Debt (other than credit or purchase cards) is extinguished within five Business Days after receipt of notice of its incurrence and (2) such Debt in respect of purchase or credit cards is extinguished within 30 days from its incurrence and (B) contingent indemnification obligations to financial institutions, in each case to the extent in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amounts similar to those offered for comparable services in the financial services industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes; (xii) contingent obligations under or in respect of surety bonds, appeal bonds, performance and return-of-money bonds and other similar transactions obligations incurred in the ordinary course of businessbusiness in connection with bids, projects, leases and similar commercial contracts; (viixiii) recourse Debt secured Debtby Liens permitted by Section 5.02(a)(x) not to exceed in the aggregate $250,000,000 at any time outstanding; provided, provided that such Debt that, (A) is not recourse immediately after giving effect to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinthe incurrence of such Debt, the Parent shall be in pro forma compliance with the covenants set forth in Section 5.04 hereof, (B) is not secured by any Lien on any Borrowing Base Assetat the time of the incurrence of such Debt and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (C) shall not exceed in the aggregate at any time outstanding 10% case of Total Asset Value; and (viiiDebt permitted by this Section 5.02(b)(xiii) unsecured Debt the incurrence of which would not result in a Default principal amount in excess of $10,000,000, a Responsible Officer of the Borrower shall have delivered an officer’s certificate certifying as to the matters set forth in clauses (A) and (B) above in form and detail reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary, only Non-Recourse Subsidiaries may incur Debt under Section 5.04clause (x) above.

Debt. CreateNo Consolidated Member, incurexcluding the Unrestricted Subsidiaries, assume shall incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, except: other than: (ia) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; Parties; (iiib) the Surviving Debt described on Schedule 4.01(n6.8; (c) hereto Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that (i) the Liens securing such Capital Leases and purchase money secured Debt shall attach only to the Equipment acquired by the incurrence of such Capital Leases and purchase money secured Debt and shall not secure any Refinancing other Debt extendingand (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $25,000,000 at any time; (d) Debt evidencing a refunding, refunding renewal, or refinancing extension of the Debt described on Schedule 6.8; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such Surviving Debt; refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof (except pursuant to a transaction permitted by clause (b) of Section 7.9) and (iv) the terms of such refunding, renewal, or extension are, in the case of each Loan Party (other Agent's reasonable discretion, no less favorable to such Consolidated Member, the Agent, or the Lenders than the Parent Guarantor) and its Subsidiaries, original Debt; (Ae) Debt secured owing by Liens permitted by Section 5.02(a)(iv) not an Obligated Party to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of for intercompany loans and advances made by such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions working capital in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, ; and (Cf) shall not exceed the Subordinated Debt evidenced by the Convertible Subordinated Notes and the Convertible Subordinated Debt Documents, in each case as existing on the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04Closing Date.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to Loan Party or Subsidiary thereof to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt Obligations under this Agreement and the other Loan Documents; (iib) in the case Senior Credit Facility; (c) [Intentionally Omitted]; (i) Purchase Money Debt incurred (for avoidance of any doubt, other than pursuant to an Acquisition) by a Loan Party or any Subsidiary of a Loan Party, Debt owed thereof with respect to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt Equipment that is being acquired (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstandingby, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred will be used in the ordinary course of business of, such Loan Party or Subsidiary (and consistent with prudent business practicesany extension, and renewal, or refinancing thereof), and (Dii) Non-Recourse Debt Capitalized Lease Obligations incurred (includingfor avoidance of doubt, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assetspursuant to an Acquisition) by a Loan Party or Subsidiary thereof with respect to Equipment that is being acquired by, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions will be used in the ordinary course of businessbusiness of, such Loan Party or Subsidiary (and any extension, renewal, or refinancing thereof), in the cases of clauses (i) and (ii), in an aggregate principal outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(d) not to exceed the product of (x) U.S.$1,500 multiplied by (y) the number of people (x) employed on a full-time basis by members of the Consolidated Group, and (y) employed by others, but who are working on a full-time equivalent basis on projects for the Consolidated Group, in each case as of the last day of the most recently ended Computation Period for which financial statements have been delivered (or were required to be delivered) to Administrative Agent under and in accordance with Section 10.1.2; (viie) recourse secured Debt, provided that such Debt (Ai) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base AssetPermitted Earn-out Obligations, and (Cii) shall Subordinated Debt (for avoidance of doubt, other than the Permitted Earn-out Obligations, but including all Permitted Investor Debt and Permitted Exitus Debt) incurred after the Closing Date in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed in the aggregate $11,700,000 at any time outstanding 10% of Total Asset Value; andtime, so long as such Subordinated Debt is subject to a Subordination Agreement; (viiif) unsecured Debt of any Loan Party (other than Intermediate Holdings) to any other Loan Party (other than Intermediate Holdings), as long as (i) such Debt is evidenced by the incurrence Master Intercompany Note and pledged and delivered to Administrative Agent pursuant to the Loan Documents as additional collateral security for the Obligations and (ii) the obligations under the Master Intercompany Note are subordinated to the Obligations of which would not result Borrowers hereunder on terms and in a manner satisfactory to the Required Lenders, in their discretion (but which terms shall in any event permit payments to be made to any Loan Party so long as no Event of Default under Section 5.04.of the type described in Sections 13.1.1 or 13.1.4 shall be continuing);

Debt. CreateNeither the Borrower nor any Restricted Subsidiary will incur, incurcreate, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) Senior Debt not in excess of the greater of (i) $100 million dollars minus the Aggregate Tranche B Commitments minus the amount of Pari Passu Debt under outstanding from time to time that exceeds $10,000,000 in the Loan Documentsaggregate, if any or (ii) the amount of Senior Debt permitted such that the Interest Coverage Ratio on a commercially reasonable proforma projected basis for the twelve month period beginning on the date of the calculation thereof shall be greater than 2.75 to 1.00; provided that no additional Senior Debt may be incurred following and during the continuance of a Default; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsThe Tranche B Indebtedness; (iiic) Debt existing on the Surviving Debt described on Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 4.01(n) hereto 9.01, and any Refinancing Debt extendingrenewals, refunding extensions or refinancing such Surviving Debtrefinancings (but not increases) thereof; (ivd) in the case of each Loan Party Debt (unrelated to Unrestricted Subsidiaries and other than the Parent Guarantorfor borrowed money) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent in connection with prudent business practicesHydrocarbon transportation, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets Hydrocarbon purchasing or other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) recourse secured Debtarrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Reserve Reports provided to the Agent; (e) Debt under Hedging Agreements with a Lender or another Person rated BBB+ by Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or better (Aor the equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing ▇▇▇▇▇ to be produced during the term of such Hedging Agreements, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; (f) Debt secured by the Liens permitted by clause (x) of the definition of "Excepted Liens"; (g) Debt secured by a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is not recourse solely to the investment so pledged; (h) loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary Guarantor that owns from the Borrower and to the Borrower from any Borrowing Base Asset or any direct or indirect Equity Interest therein, Restricted Subsidiary; (Bi) Debt which is subordinated to the Tranche B Indebtedness in right of payment; (j) Pari Passu Debt not secured by any Lien on any Borrowing Base Asset, and in excess of the greater of (Ci) shall not exceed $10,000,000 in the aggregate at any or (ii) $110,000,000 minus the Aggregate Tranche B Commitments minus the aggregate amount of Senior Debt outstanding from time outstanding 10% of Total Asset Valueto time; and (viiik) unsecured Debt consisting of the incurrence Borrower's obligation to make payments to Halliburton pursuant to Section 5.9 of which would the Participation Agreement in the event that the Borrower does not result convey a working interest to Halliburton or its designee in a Default under Section 5.04the properties contemplated in such Section.

Debt. Create, incur, assume or suffer to existassume, permit, guarantee, or permit any of its Subsidiaries otherwise become or remain, directly or indirectly, liable with respect to create, incur, assume or suffer to exist, any Debt, except: (ia) Debt under evidenced by this Agreement and the other Loan Documents; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of incurred by any Loan Party, provided that, in each case, that at the time of incurrence of such Debt and after giving pro-forma effect thereto, the Borrower would be in compliance with Section 6.13 and so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence;, provided further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (yb) shall be on terms acceptable and owed to any Subsidiary or any other Subordinated Creditor (as defined in the Administrative Agent and (zIntercompany Subordination Agreement) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of Loans on substantially the Loan Parties under same terms as set forth in the Loan DocumentsIntercompany Subordination Agreement; (iiic) Contingent Obligations resulting from the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case endorsement of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viid) recourse secured DebtDebt of (i) any Subsidiary to Borrower or to any Guarantor, provided (ii) Borrower or any Guarantor to any other Borrower or any Guarantor, or (iiia Loan Party, (ii) any Loan Party to any other Loan Party, (iii) any Restricted Subsidiary of a Loan Party to any other Restricted Subsidiary of a Loan Party or (iv) any Subsidiary that such Debt (A) is not recourse a Restricted Subsidiary of a Loan Party to any other Subsidiary Guarantor that owns is not a Loan Party; (e) Debt which may be deemed to exist pursuant to any Borrowing Base Asset performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business; (f) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and their Subsidiaries; (h) Debt of a Loan Party or any direct of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or indirect Equity Interest thereinhedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (i) Debt of any Loan Party or Subsidiary under Back-to-Back Lending Facilities, in an aggregate principal amount not to exceed $50,000,000; (Bj) is not secured Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Lien on any Borrowing Base AssetLoan Party or Subsidiary; (k) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (l) Debt in respect of taxes, and (C) assessments or governmental charges to the extent that payment thereof shall not exceed in at the aggregate at any time outstanding 10% of Total Asset Valuebe required to be made hereunder; and (viiim) unsecured other Debt of the Subsidiaries (other than any Loan Party) in an aggregate principal amount for all such Subsidiaries not to exceed $40,000,000 at any one time and so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of which would any such other Debt; (n) Debt (not result to exceed $200,000,000 for all such Foreign Subsidiaries at any one time) incurred by any ForeignCLO Management Subsidiary in connection with, or otherwise to finance (directly or indirectly) any Investment made to comply with any regulatory requirements (including, without limitation, risk retention requirements) provided that any such Debt is non-recourse to the Borrower or any Loan Party or any Restricted Subsidiary (provided, no Subsidiary other than a Default under Foreignthat an Unrestricted Subsidiary shall only be liable for such Debt except to the extent such Debt is permitted pursuant to clause (mp) aboveof this Section 5.04.6.1); (o) guaranties by Loan Parties or other Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; and (p) Debt (not to exceed $300,000,000 at any one time) incurred by any Unrestricted Subsidiary provided that any such Debt is non-recourse to any Loan Party or any Restricted Subsidiary (provided, that a CLO Management Subsidiary shall only be liable for such Debt to the extent such Debt is permitted pursuant to clause (n) of this Section 6.1); and

Debt. CreateIt will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (ia) Debt under the Loan DocumentsDocuments (other than any Hedge Contracts); (iib) in intercompany Debt; provided, however, that (i) such Debt shall be unsecured and, to the case of any Loan Party or any Subsidiary of extent such Debt is incurred by a Loan Party, subordinated to the Advances and evidenced by an intercompany note in substantially the form of Exhibit C hereto and, to the extent such Debt is owed to any other Loan Party or any wholly-owned Subsidiary of any a Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable pledged to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory Lenders pursuant to the Administrative Agent, which promissory notes shall (unless payable Security Documents to secure the Borrower) by their terms be subordinated to the Borrowers’ Obligations of the Loan Parties under the Loan Documents, and (ii) loans made pursuant to this clause (b) may not be made to any Shipping Subsidiary created after the date hereof other than in an amount not to exceed the amount equal to the down payment for the vessel owned by such Shipping Subsidiary (such down payment not to exceed 30% of the purchase price for such vessel); (iiic) the Surviving Debt described on Schedule 4.01(n) hereto shipping vessel mortgages of any Shipping Subsidiary and unsecured guarantees of Shipping Holdings of shipping vessel mortgages of any Refinancing Debt extending, refunding or refinancing such Surviving DebtShipping Subsidiary; (ivd) in the case of each Loan Party other direct or indirect guaranties (other than the Parent Guarantorguaranties referred to in clause (c) and its Subsidiaries, above or clause (Al)(ii) below) of the Debt secured by Liens permitted by Section 5.02(a)(iv) of other Persons not to exceed in the aggregate $10,000,000 U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); (e) Debt under Capitalized Leases, including any Capitalized Leases for refrigerated containers, in an aggregate principal amount not exceeding U.S.$200,000,000 (or the non-U.S. currency equivalent thereof); (f) existing Debt secured by Real Property on the Agreement Date, and any Debt constituting a refinancing thereof; provided that any such refinancing shall not increase the aggregate principal amount of such existing Debt immediately prior to such refinancing and shall not be secured by any assets other than such Real Property; (g) Debt secured by Liens on acquired assets permitted by clause (f) of the definition of “Permitted Liens” set forth in Article 1 hereof; provided that (i) such Debt was in existence prior to the acquisition of such assets and was not created in contemplation thereof, (ii) at the time of acquisition of such assets, such Debt could not be prepaid without penalty or premium, and (iii) the aggregate principal amount of such Debt shall not exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof) at any time outstanding,time; (Bh) secured Debt (1other than Debt referred to in clauses (e), (f), or (g) Capitalized Leases above), including any purchase money indebtedness, outstanding in an aggregate principal amount not to exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); provided that no such Debt shall be secured by any Collateral (other than any Collateral consisting of Equipment (as defined in the aggregate $10,000,000 at any time outstanding, and (2Security Agreement) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent acquired with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04purchase money financing); (vi) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viij) recourse secured Hedge Contracts permitted under Section 6.14 hereof; (k) unsecured Debt (other than the guaranties referred to in clause (c) above or clause (l)(ii) below) incurred by any Subsidiary of Fresh Produce in the aggregate amount not to exceed $50,000,000 outstanding for all such Subsidiaries at any time provided (i) at the time of incurrence of such Debt and immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.16 hereof as of the last day of the immediately preceding fiscal quarter for which financial statements are available, and (ii) at the time of incurrence of such Debt and immediately after giving effect to the incurrence of such Debt, provided that such no Default exists or would result therefrom; and (i) other unsecured Debt incurred by Fresh Produce so long as (A) is not recourse at the time of incurrence of such Debt and immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.16 hereof as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and Fresh Produce shall provide to Administrative Agent a certificate of its chief financial officer certifying such compliance for any Subsidiary Guarantor that owns incurrence (whether in any Borrowing Base Asset single transaction or any direct or indirect Equity Interest thereina series of related transactions) in excess of $100,000,000 in the aggregate), (B) is at the time of incurrence of such Debt and immediately after giving effect to the incurrence of such Debt, no Default exists or would result therefrom, (C) such Debt shall not secured by have any Lien on any Borrowing Base Assetamortization or maturity date earlier than six months after the Termination Date, and (CD) the documents evidencing such Debt shall not exceed contain any cross-default to the Loan Documents (other than, for the avoidance of doubt, cross-default to maturity and cross-acceleration provisions), any thresholds for events of default equal to or more restrictive or burdensome than those set forth in Section 7.1 hereof, or any financial maintenance covenants requiring the maintenance of any numerical thresholds or limitations equal to, in excess of or more burdensome than the numerical thresholds or limitations set forth in Section 6.16 hereof, and (ii) unsecured Guarantees by the Subsidiaries of Fresh Produce in respect of any Debt of Fresh Produce permitted pursuant to sub clause (i) of this clause (l) provided that (A) no Guarantee of such Debt shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein and (B) if the Debt being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Secured Parties as those contained in the aggregate at any time outstanding 10% subordination of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04such Debt.

Debt. CreateNo Loan Party nor any Subsidiary of a Loan Party shall create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan DocumentsLoans and all other Obligations; (ii) Debt in respect of unsecured guarantees of Permitted Guaranteed Facilities; (iii) Debt secured by Liens permitted by Section 5.02(a)(iii); provided, that Debt permitted to be incurred pursuant to this Section 5.02(b)(iii) shall not exceed in the case of aggregate, the Threshold Amount at any Loan Party or any Subsidiary of a Loan Party, time outstanding; (iv) Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided thatwhich Debt shall (x) constitute Pledged Debt, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent in its sole and absolute discretion and (z) shall be evidenced otherwise permitted under Section 5.02(f); (v) to the extent constituting Debt, (A) Debt in respect of performance bonds, workers’ compensation claims, unemployment insurance, employee compensation and benefits, bid bonds, appeal bonds, custom bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations, completion guarantees and similar obligations incurred in the ordinary course of business and not securing Debt for Borrowed Money and (B) bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt, bonds or similar instruments collateralized in full by promissory notes amounts permitted under, and to the extent secured by a ▇▇▇▇ described in, clause (d) of the definition of Excepted Liens; (vi) non-current pay, non-amortizing, unsecured debt with a maturity date beyond the Maturity Date of the Loans, which is subordinated in right of payment in full to the Obligations, subject to execution by such junior debt lenders of a subordination agreement in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsAgent in its sole and absolute discretion; (iiivii) the Surviving Guaranteed Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, or its Subsidiary in respect of any Contingent Obligation Debt of such Loan Party guaranteeing the Obligations or any of such Subsidiary its Subsidiaries otherwise permitted to be incurred under such Capitalized Lease,this Section 5.02(b); (Cviii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates under company debit cards, stored value cards, commercial cards or foreign exchange rates Cash management services incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, in an amount not to exceed $1,000,000 in the JV Pro Rata Share of Non-Recourse Debt of aggregate at any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04time outstanding; (vix) in Debt arising from the case honoring by a bank or other financial institution of the Parent Guarantor and the Borrowera check, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection draft or similar transactions instrument drawn against insufficient funds in the ordinary course of business; (viix) recourse secured Debt, provided that such Debt (A) is not recourse to incurred in the ordinary course of business in respect of obligations of Borrower or any Subsidiary Guarantor that owns any Borrowing Base Asset to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (xi) Debt in respect of endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business; (xii) Debt in respect of the financing of insurance premiums incurred in the ordinary course of business; (xiii) Debt representing deferred compensation, severance, pension and health and welfare benefits or the equivalent to current or former to employees, consultants or independent contractors of a Loan Party (or, to the extent such work is done for a Loan Party or its Subsidiaries, any direct or indirect Equity Interest therein, parent thereof) and the Subsidiaries; (Bxiv) Debt arising under Hedge Agreements (other than Secured Hedge Agreement) permitted pursuant to Section 5.02(l) but only to the extent such Debt is unsecured without margining and adequate assurances requirements; (xv) Debt arising out of judgments or awards under circumstances not secured by giving rise to an Event of Default; (xvi) Debt of the Borrower or any Lien of its Subsidiaries to the extent subordinated to the Obligations on any Borrowing Base Asset, and terms reasonably satisfactory to the Administrative Agent (Cacting at the direction of the Required Lenders) shall in an aggregate principal amount not to exceed in the aggregate at any one time outstanding 10% of Total Asset Value$150,000,000; and (viiixvii) unsecured Debt of the incurrence Borrower or any of which would not result in its Subsidiaries, including, without limitation, guarantees of Debt of the Parent, so long as such Debt has a Default under Section 5.04final maturity date that is on or after January 1, 2029.

Debt. CreateNot, incur, assume or and not suffer to exist, or permit any of its Subsidiaries to Loan Party or any other Subsidiary, to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt Obligations under this Agreement and the other Loan Documents; (iib) Debt in respect of Capital Leases and purchase money Debt, in each case incurred in the case ordinary course of business for the purpose of financing all or any part of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of the Borrower to any Loan Party that is a Wholly-Owned Subsidiary or Debt of any Loan Party that is a Wholly-Owned Subsidiary to the Borrower or any Subsidiary of a Loan Party, Debt owed to any other another Loan Party or any whollythat is a Wholly-owned Subsidiary of any Loan Party, Owned Subsidiary; provided that, in each case, that all such Debt in this clause (y) shall be on terms acceptable to the Administrative Agent and (zi) shall be evidenced by promissory notes a global intercompany demand note in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable Agent and pledged and delivered to the Borrower) by their terms Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner satisfactory to the Agent; (ii) Debt of the a Loan Parties under the Party to a non-Loan DocumentsParty permitted by Section 7.10(a)(ii); and (iii) Debt of any Wholly-Owned Subsidiary that is not a Loan Party to another Wholly-Owned Subsidiary that is not a Loan Party; (iiid) Debt existing as of the Surviving Debt Closing Date and described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in Section 7.1 of the case of each Loan Party Disclosure Letter (other than the Parent Guarantor) HealthCor Obligations), and its Subsidiaries,any Permitted Refinancing thereof; (Ae) Debt secured by Liens Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted by under Section 5.02(a)(iv7.4; (f) HealthCor Obligations in an aggregate principal amount not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not principal amount of the HealthCor Notes outstanding as of the Closing Date, plus accrued interest thereon that is paid-in-kind and added to exceed the principal balance thereof in accordance with the aggregate $10,000,000 at any time outstandingterms of the HealthCor Debt Documents, and (2) in any Permitted Refinancing thereof so long as concurrently with the case closing of any Capitalized Lease such Permitted Refinancing the lenders or investors (or any agent with the power to which any Subsidiary of enter into a Loan Party is a party, any Contingent Obligation binding obligation on behalf of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates lenders or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Ventureinvestors) in respect of Assets other than Borrowing Base Assets, such Permitted Refinancing enter into an intercreditor agreement satisfactory in form and substance to the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04Agent; (vg) Debt incurred in connection with the case financing of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions insurance premiums in the ordinary course of business; (viih) recourse secured DebtDebt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (A2) Business Days of notice to Holdings, the Borrower or the relevant Subsidiary of its incurrence; (i) guaranties by the Borrower of the Debt of any Loan Party that is not recourse to a Wholly-Owned Subsidiary or guaranties by any Subsidiary Guarantor that owns of the Debt of the Borrower in each case so long as such Debt is otherwise permitted under Section 7.1(a) or (b); (j) reimbursement obligations under corporate credit cards not to exceed $750,000 in the aggregate at any Borrowing Base Asset or any direct or indirect Equity Interest therein, time; and (Bk) is other unsecured Debt in an amount not secured by any Lien on any Borrowing Base Asset, and (C) shall not to exceed $250,000 in the aggregate at any time outstanding 10% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04outstanding.