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. 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:”): (ia) Debt under the Loan DocumentsObligations; (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 owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations 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 is also permitted under any of the covenants contained in Section 5.046.3; (vc) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementssureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (vid) endorsements Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of negotiable accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for deposit or collection or similar transactions in the ordinary course of business; (viih) recourse secured DebtDebt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, provided that guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (Ak) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not recourse determinable by the parties to any Subsidiary Guarantor that owns any Borrowing Base Asset the purchase or any direct or indirect Equity Interest therein(b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, (B) such amount 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 Valuepaid when due; and (viiin) unsecured Debt not otherwise permitted under the incurrence preceding provisions of which would this Section 6.1; provided that, the aggregate principal amount thereof shall not result in a Default under Section 5.04exceed $5,000,000 at any time.

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: (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. 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:”): (ia) Debt under the Loan DocumentsObligations; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, intercompany Debt owed by any Credit Party to any other Loan Party or any wholly-owned Subsidiary of any Loan Credit Party, ; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) 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, 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 business, as presently conducted and consistent is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share GAAP regardless 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 5.04whether such reserves are required thereunder; (vd) purchase money indebtedness or Capital Leases in the case an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the Parent Guarantor and type described in this clause (d) if a Default is continuing or incurring the Borrower, Debt consisting of Customary Carve-Out Agreementsadditional indebtedness could reasonably be expected to cause a Default; (vie) endorsements Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viig) recourse secured Debtunsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, provided that the aggregate principal amount thereof shall not exceed $500,000 at any time; (h) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt (A) is shall not recourse be in excess of the amount of the unpaid cost of, and shall be incurred only to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereindefer the cost of, such insurance for the underlying term of such insurance policy, (Bii) any unpaid amount of such Debt is not secured by any Lien on any Borrowing Base Assetfully cancelled upon termination of the underlying insurance policy, and (Ciii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Value$100,000; and (viiii) unsecured Debt to the incurrence extent such unsecured Debt would be an Investment permitted by Section 6.3 (j) guarantees of which would primary obligations of any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business obligations in an aggregate amount not result in a Default under Section 5.04to exceed $100,000.

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. 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 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. 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. 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:”): (ia) Debt under the Loan DocumentsObligations; (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 owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and consistent with prudent business practicesany Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), 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 (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of the Parent Guarantor business, as presently conducted, unless contested in good faith by appropriate proceedings and the Borrower, Debt consisting of Customary Carve-Out Agreementsadequate reserves for such items have been made in accordance with GAAP; (vid) endorsements purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viig) recourse secured Debt, Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured Debt under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement and (Aiii) is the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not recourse to incurred in contemplation thereof in an aggregate principal amount not exceeding $500,000 at 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 Assettime, and any Permitted Refinancing thereof; (Ck) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall not exceed be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the aggregate at any time outstanding 10% ordinary course of Total Asset Valuebusiness in connection with the purchase of Sand Reserves; (o) Debt existing on the date hereof and set forth on Schedule 6.1; and (viiip) unsecured Debt not otherwise permitted under the incurrence preceding provisions of which would this Section 6.1; provided that, the aggregate principal amount thereof shall not result in a Default under Section 5.04exceed $500,000 at any time.

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. 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 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 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 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. 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, 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. 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 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 (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 Term 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 eighth 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 eighth 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 Term Loan Facility, the Revolving Credit Facility or the Senior Notes Indenture, 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, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 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 5.02(b)(iii)(D) 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, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 if any, applicable to the Debt being extended, refunded or refinanced, (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 eighth 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 eighth 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 the Bridge Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to December 31, 2015 in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth 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. 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. CreateEach Loan Party shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to createto, directly or indirectly, incur, assume create, assume, or suffer permit to exist, exist any Debt, except: (a) the Obligations (other than Hedge Obligations); (b) existing Debt described on Schedule 7.1; (c) purchase money Debt and Capitalized Lease Obligations not to exceed $2,500,000 in the aggregate at any time outstanding; (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or owing to any Subsidiary of a other Loan Party, (ii) Debt of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (iii) Debt of any Subsidiary that is not a Guarantor owing to any Loan Party that is permitted under Section 7.5; (e) Debt owed to any Person providing workers’ compensation, health, disability or other Loan Party employee benefits or any wholly-owned Subsidiary of any Loan Partyproperty, provided thatcasualty or liability insurance, performance, bid, surety or appeal bonds, performance and completion guarantees and similar obligations, pursuant to reimbursement or indemnification obligations to such Person, 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; (viif) recourse secured Debtendorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) with respect to any Debt permitted to be incurred pursuant to this Section 7.1, provided that guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (Ah) Debt incurred in the ordinary course of business owed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, including to finance insurance premiums, so long as the amount of such Debt 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; (Ci) shall Hedge Obligations existing or arising under Hedge Agreements permitted by Section 7.17; and (j) other Debt not to exceed $2,500,000 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.

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. 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) 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. 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. CreateIt shall not, and shall not permit any of its Subsidiaries 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, without duplication: (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,Obligations; (B) (1) Capitalized Leases not to exceed Debt of the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 and any Permitted Refinancing Debt 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,respect thereof; (C) Debt in respect accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Hedge Agreements designed Property or services, from time to hedge against fluctuations in interest rates or foreign exchange rates time 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, andGAAP; (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 under Capital Leases not result in a Default under any of the covenants contained in Section 5.04to exceed $2,000,000; (vE) Debt associated with bonds or surety obligations required by Applicable Law in connection with the case operation of the Parent Guarantor Oil and the Borrower, Debt consisting of Customary Carve-Out AgreementsGas Properties; (viF) intercompany Debt between the Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent or one of the other Loan Parties and (ii) any such Debt owed by a Loan Party is subordinated to the Obligations; (G) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viiH) recourse secured DebtDebt incurred to finance premiums for insurance policies required under Section 5.12; (i) Permitted Second Lien Debt incurred after the Closing Date and guarantees thereof by any Guarantor and (ii) Debt that constitutes Permitted Refinancing Debt of such Permitted Second Lien Debt permitted under the Intercreditor Agreement and any guarantees thereof, provided that in each case, so long as (a) no Default or Event of Default exists at the time of, or results from, the incurrence of any 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 (Cb) shall the Borrower is in pro forma compliance with Section 7.1 at the time of incurrence of such Debt and after giving effect to the incurrence of such Debt; and (J) other Debt not to exceed $2,000,000 in the aggregate at any one 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.

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. 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 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. 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. 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. CreateThe Parent 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 Bank pursuant to 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 Documents 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 existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt11.1; (ivb) in Intercompany Debt owed by any Subsidiary to the case Parent or any other Subsidiary; provided that (i) the obligations of each Loan Party obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such time as any portion of the Obligations shall become due and payable (other than the Parent Guarantorwhether at stated maturity, by acceleration or otherwise) and its Subsidiaries, (Aii) such 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 must be incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, on terms customary for intercompany borrowings or must be made on such other terms and provisions as 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 5.04Agent may reasonably require; (vc) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; not to exceed Five Hundred Thousand Dollars (vi$500,000) 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; andsecured by purchase money Liens permitted by Section 11.2; (viiid) unsecured Obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on the Parent’s or one of the Subsidiaries’ behalf in accordance with the policies issued to the Parent and the Subsidiaries; (e) Guaranties incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding Five Hundred Thousand Dollars ($500,000) in aggregate liability; (f) Debt arising in connection with any interest rate swap, cap, collar or similar agreements entered into to enable Borrower to fix or limit its actual interest expense; (g) Debts, other than the incurrence Debts specifically described in clauses (a) through (f) of this Section 11.1, which would in the aggregate do not result in a Default under Section 5.04exceed Five Hundred Thousand Dollars ($500,000) 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)(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. CreateThe Borrower shall not, nor shall it permit any Credit Party 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”): (a) the Obligations; (b) Debt of the Borrower and the Restricted Subsidiaries incurred to finance the acquisition, except: construction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including obligations in respect of Capital Leases 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 extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt under is incurred prior to or within 120 days after such acquisition or the Loan Documents; completion of such construction or improvement and (ii) in the case aggregate principal amount 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 permitted by this clause (yb) 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 not exceed 2% 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 Consolidated Net Tangible Assets 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; (vc) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; obligations under performance bonds, bid bonds, appeal bonds and sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party (vii) endorsements in connection with the operation of negotiable instruments for deposit its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, or collection or similar transactions (ii) otherwise in the ordinary course of business; (viid) recourse secured Debt arising from the endorsement of instruments for collection in the ordinary course of business; (e) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, such Debt is not held, assigned, transferred or held by any Person other than the Borrower or any other Credit Party or, in the case of a pledge, to the Administrative Agent and provided further that, any such Debt shall be subordinated to the Obligations as provided in the Guaranties; (f) to the extent constituting Debt, liabilities for tax and governmental assessments in the ordinary course of business that are not yet due or that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; (g) Specified Additional Debt; provided that that, (i) the principal amount of such Specified Additional Debt shall not exceed $500,000,000, (ii) the Borrower shall have complied with Section 5.2(t), (iii) no Default or Borrowing Base Deficiency exists at the time of incurrence of such Specified Additional Debt or would result therefrom (including after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.2(f) and any prepayment made to the extent required by Section 2.5(c)(iv)), and (iv) after giving effect to the incurrence of such Specified Additional Debt, the Parent is in compliance on a pro forma basis with Section 6.16 and Section 6.17 for the period most recently ended for which financial statements have been delivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as applicable; (h) to the extent constituting Debt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; (i) 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 is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (j) Debt (i) consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority or by third parties in the ordinary course of business, and (ii) in respect of health, disability or other employee benefits or property, casualty or liability insurance, in each case of the foregoing clauses (i) and (ii), (A) is not recourse pursuant to any Subsidiary Guarantor that owns any Borrowing Base Asset customary reimbursement or any direct or indirect Equity Interest thereinindemnification obligations to such Person, and (B) which Debt is incurred in the ordinary course of business; (k) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (l) Hedging Arrangements to the extent not prohibited under Section 6.15; (m) to the extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business; (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business; provided that, such Debt is extinguished within five (5) Business Days of incurrence; (o) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding increases resulting from the rolling into such refinanced, extended or replaced principal of any accrued, unpaid interest and any expenses or premium incurred in connection with any such extension, replacement or refinancing and including prepayment and make whole premiums) of such Debt as of the date of such extension or refinancing; (p) Debt that may be deemed to arise pursuant to customary indemnification and purchase price adjustment provisions contained in agreements for asset purchase and sale transactions (including investments permitted under Section 6.3 hereof (other than with respect to an Unrestricted Subsidiary)); (q) Guarantees of Debt of a Credit Party to the extent that the incurrence of the Debt by such Credit Party would itself be permitted hereby; (r) Guarantees of Debt of Unrestricted Subsidiaries (including with respect to Debt of the type described in Section 6.1(p) above)) not to exceed $10,000,000 in the aggregate when combined with the value of all investments made in Unrestricted Subsidiaries pursuant to Section 6.3(m)(iii); (s) other unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $15,000,000 at any time; and (t) Debt of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Debt exists at the time such Person becomes a Restricted Subsidiary and is not secured created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) the aggregate principal amount of Debt permitted by any Lien on any Borrowing Base Asset, and this clause (Ct) shall not exceed in the aggregate an amount equal to two percent (2%) of Consolidated Net Tangible Assets at any time outstanding 10% outstanding, and (iii) such Debt does not consist of Total Asset Value; and indebtedness for borrowed money (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04including bonds, debentures, indentures, term loans, and credit facilities).

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, 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. 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, 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 $150,000,000 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 6.02(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 6.02(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 6.02(i) or 6.02(o); (ix) Contingent Obligations permitted under Section 6.02(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. 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; (iib) Debt of Loan Parties (including the Company) secured by Liens on real or personal property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000; (c) Debt of Loan Parties other than the Company (and which is non-recourse to the Company) secured by Liens on real property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $15,000,000; (d) Subordinated Debt which is unsecured; (e) Hedging Obligations approved by Administrative Agent and incurred in the case of any Loan Party or any Subsidiary favor of a Loan PartyLender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, Debt owed to renewal or refinancing thereof so long as the principal amount thereof is not increased (it being agreed that any other Loan Party or any wholly-owned Subsidiary increase will be permitted without the consent 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 the Required Lenders only to the Administrative Agentextent that such additional Debt is otherwise permitted pursuant to clauses (b), which promissory notes shall (unless payable to the Borrowerc), or (d) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documentsthis Section 11.1); (iiig) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtunder Capital Leases for capital assets whose aggregate cost if purchased would not exceed $15,000,000; (ivh) 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) Indirect Obligations which do not to exceed $2,000,000 in the aggregate $10,000,000 at any time outstanding,time; (Bi) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; (1j) Capitalized Leases not Indirect Obligations arising with respect to exceed in the aggregate $10,000,000 at any time outstanding, and performance guaranties (2which may include payment obligations) in the case of any Capitalized Lease to which any Subsidiary of provided by a Loan Party is a party, any Contingent Obligation on behalf of such another 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 (viiik) unsecured Debt of any Loan Party to the incurrence of Company which would not result results from an Investment made by the Company in a Default under such Loan Party pursuant to, and permitted by, Section 5.0411.11(b).

Debt. CreateNo Note Party shall, at any time, 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 Note Documents; (b) Debt of the Note Parties in respect of (i)(A) the Existing 2019 Term Loans, (B) the Existing 2017 Term Loans, (C) the Existing 2017 Revolving Credit Commitments and (D) the Existing 2016 Term Loans and (ii) Refinancing Debt extending, refunding or refinancing any of the Debt described in clause (i); (c) in the case of any Loan Note Party or any Subsidiary of a Loan Note Party, Debt owed to any other Loan Note Party or any wholly-owned Subsidiary of any Loan Note Party, provided that, in each case, such Debt (yi) shall be on terms acceptable to the Administrative Agent Controlling Party and (zii) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative AgentControlling Party, which promissory notes shall (unless payable to the BorrowerIssuer) by their terms be subordinated to the Note Obligations of the Loan Note Parties under the Loan Note Documents; (iiid) the Surviving Debt described on Schedule 4.01(n) hereto 4.02 and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ive) in the case of each Loan Note Party (other than the Parent Guarantor) and its Subsidiaries, (Ai) Debt secured by Liens permitted by Section 5.02(a)(iv4.01(d) not to exceed in the aggregate $10,000,000 at any time outstanding, (Bii) (1A) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2B) in the case of any Capitalized Lease to which any Subsidiary of a Loan Note Party is a party, any Contingent Obligation of such Loan Note Party guaranteeing the Note Obligations of such Subsidiary under such Capitalized Lease, (Ciii) 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 (Div) (A) 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 Specified Debt Assets, ; provided that (1) the Leverage Ratio (on a pro forma basis after giving effect to the incurrence of which would such Debt and the use of proceeds thereof) is not result in greater than 60% and (2) the Secured Debt Leverage Ratio (on a Default pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is not greater than (x) for so long as the Senior Obligations constitute secured Debt, 50%, or (y) otherwise, 45%, and (B) Refinancing Debt extending, refunding or refinancing Debt permitted under any of the covenants contained in Section 5.044.02(e)(iv)(A); (vf) in the case of the Parent Guarantor and the BorrowerIssuer, Debt consisting of Customary Carve-Out Agreements; (vig) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viii) recourse secured or unsecured Debt; provided that (A) in the case of secured Debt, provided that (1) the Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt (Aand the use of proceeds thereof) is not recourse greater than 60% and (2) the Secured Debt Leverage Ratio (on a pro forma basis after giving effect to any Subsidiary Guarantor that owns any Borrowing Base Asset the incurrence of such Debt and the use of proceeds thereof) is not greater than (1) for so long as the Senior Obligations constitute secured Debt, 50%, or any direct or indirect Equity Interest therein(2) otherwise, 45%, (B) in the case of unsecured Debt, the Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is not greater than 60%, (C) such Debt does not constitute an obligation (including pursuant to a guarantee) of any Person other than a Note Party, (D) in the case of secured Debt, such Debt is not secured by any Lien on any Borrowing Base Assetasset other than the assets that secure the Credit Facilities (or would have been required to secure the Credit Facilities pursuant to the terms thereof), (E) the stated final maturity of such Debt shall not be earlier than (1) in the case of secured Debt, the date that is 180 days prior to the Final Maturity Date, and (C2) in the case of unsecured Debt, the Final Maturity Date, (F) the Weighted Average Life to Maturity of such Debt shall not exceed be shorter than (1) in the aggregate at case of secured Debt, 180 days shorter than the Weighted Average Life to Maturity of the Notes and (2) in the case of unsecured Debt, the Weighted Average Life to Maturity of the Notes, in each case, remaining as of the date of the incurrence of such Debt and (G) the other material terms, taken as a whole, of any time outstanding 10% such Debt are no less favorable in any material respect to the Note Parties than the terms of Total Asset Valuethe Note Documents and (ii) Refinancing Debt extending, refunding or refinancing Debt permitted under Section 4.02(h)(i); and (viiii) unsecured Debt for borrowed money from a Governmental Authority under the incurrence CARES Act or any other federal or state governmental program intended to mitigate the impact of which would the COVID-19 pandemic so long as (i) such Debt does not result constitute an obligation (including pursuant to a guarantee) of any Note Party and (ii) the Specified Debt Assets and the Equity Interests in a Default the Note Parties do not become subject to any Liens in connection with such Debt (“Qualified Government Debt”); provided, however, that 100% of the net cash proceeds of any Qualified Government Debt shall be used, in the Issuer’s discretion, only for Permitted Uses (as defined in Amendment No. 3 to the 2017 Credit Agreement as in effect on the Signing Date) or to repay the Senior Obligations. Notwithstanding anything to the contrary in this Indenture or any other Note Document, (a) all Debt under the Notes Documents will be deemed to have been incurred in reliance only on the exception in Section 5.044.02(a) and (b) all Debt in respect of the Existing 2019 Term Loans, the Existing 2017 Term Loans, the Existing 2017 Revolving Credit Commitments and the Existing 2016 Term Loans will be deemed to have been incurred in reliance only on the exceptions in Section 4.02(b)(i)(A), Section 4.02(b)(i)(B), Section 4.02(b)(i)(C) and Section 4.02(b)(i)(D), respectively.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any Subsidiary of its Subsidiaries to the Parent to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) Debt Obligations under this Agreement and the other 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 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate $10,000,000 amount of all such Debt at any time outstanding,outstanding shall not exceed $2,500,000 (computed for any such Debt incurred in Euros based on the Euro Currency Equivalent amount in Dollars); (Bc) Debt of the Parent owed to any Domestic Subsidiary or Debt of any Domestic Subsidiary owed to the Parent or to another Domestic Subsidiary; provided that such Debt shall be subordinated to the Obligations to the extent set forth in the Guaranty and Collateral Agreement; (d) (i) the intercompany loans described in clause (ii) of the first sentence of Section 10.6; (ii) (aa) Debt of any Foreign Subsidiary that is a Material Subsidiary owed to the Parent or any Material Subsidiary and (bb) any Debt of the Parent or any Domestic Subsidiary owed to any Foreign Subsidiary that is a Material Subsidiary, provided, that (1) Capitalized Leases not to exceed no Debt described in the aggregate $10,000,000 subclause (aa) of this clause (ii) shall be created at any a time outstandingwhen an Event of Default exists or if an Event of Default would result therefrom, and (2) in the case of any Capitalized Lease Debt described in subclause (bb) of this clause (ii), such Debt shall be subordinated 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 extent set forth in the ordinary course of business Guaranty and consistent with prudent business practices, and Collateral Agreement; (Diii) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse aa) Debt of any Joint VentureForeign Subsidiary that is not a Material Subsidiary owed to the Parent or any Material Subsidiary and any (bb) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any Debt of the covenants contained Parent or any Domestic Subsidiary owed to any Foreign Subsidiary that is not a Material Subsidiary provided that (1) no such Debt described in subclause (aa) of this clause (iii) shall be created at a time when an Event of Default exists or if an Event of Default would result therefrom, (2) the sum of the aggregate outstanding principal of all Debt under this clause (iii) plus all capital contributions under clause (iii) of Section 5.0411.11(a) shall not exceed (at any one time existing) $5 million (in the aggregate) and (3) the sum of the aggregate principal of all Debt under this clause (iii) created in any Fiscal Year plus all capital contributions made in such Fiscal Year under clause (iii) of Section 11.11(a) shall not exceed $2 million (in the aggregate) and (4) to the extent such Debt is owed to the Parent or any Domestic Subsidiary, such Debt shall be subordinated to the extent set forth in the Guaranty and Collateral Agreement; (for the avoidance of doubt, any intercompany Debt covered by Section 11.1(f) below shall not be part of the Debt covered by the preceding clauses (ii) and (iii) of this Section 11.1(d) and (iv) Debt of a Subsidiary that is not a Material Subsidiary to another Subsidiary that is also not a Material Subsidiary; (ve) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt (existing as of the case Closing Date) described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the terms of any such refinancing or modification to such Debt shall not be materially adverse to the interests of the Parent Guarantor or its Subsidiaries or the Lenders and shall not violate or conflict with the Borrowerterms and provisions of the Loan Documents and provided, further, that any such Debt consisting among the Parent and any of Customary Carve-Out Agreementsits Subsidiaries or among the Parent Subsidiaries shall not be extended, renewed or refinanced with a third party Lender (i.e., it will remain “intercompany” Debt); (vig) endorsements the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of negotiable instruments for deposit or collection or similar transactions the Bridge Loan); (h) Contingent Liabilities (i) arising under the indemnification obligations of the Parent under the Related Agreements, (ii) arising with respect to customary indemnification obligations in favor of (aa) sellers in connection with Acquisitions permitted under Section 11.5 and (bb) purchasers in connection with dispositions permitted under Section 11.5; (i) reimbursement obligations with respect to letters of credit (other than the Letters of Credit) and bank guaranties issued in the ordinary course of business; , and Debt for borrowed money, provided, that (viia) recourse secured Debt, provided that such reimbursement obligations and 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 Assetfor borrowed money are unsecured, and (Cb) the aggregate sum of (i) the aggregate sum of the outstanding amounts of such letters of credit and bank guaranties and of any letters of credit and bank guaranties consisting of Debt permitted under Section 11.1(f), (ii) the aggregate sum of any outstanding reimbursement obligations with respect any amounts drawn on such letters of credit and bank guaranties and drawn on any letters of credit and bank guaranties consisting of Debt permitted under Section 11.1(f) and (iii) the aggregate amount of such Debt for borrowed money shall not exceed in the aggregate exceed, at any one time outstanding 10% Euros 5,000,000. (j) unsecured Debt of Total Asset Value; the Japanese Subsidiaries not exceeding the Dollar Equivalent (at any one time outstanding) of 520,000,000 Yen and (viiik) unsecured Debt under guaranties by the incurrence of which would not result in a Default Parent permitted under Section 5.04Sections 11.1(b), 11.1(e), 11.1(h) and 11.1(i).

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 Debt of any Loan Party AGCO, a Borrowing Subsidiary or any a 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 Guarantor subordinated to the Obligations of Advances on terms and conditions acceptable to each Co-Manager and the Loan Parties under the Loan DocumentsRequired Lenders in their sole discretion; (iii) in the Surviving case of AGCO, (A) Convertible Subordinated Debentures outstanding on the date hereof, and (B) Debt described issued under the Subordinated Debt Indenture outstanding on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debtthe date hereof; (iv) in the case of each Loan Party (other than any of the Parent Guarantor) and its Restricted Subsidiaries, (A) , Debt secured by Liens permitted by Section 5.02(a)(iv) not owed to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not AGCO or to exceed in the aggregate $10,000,000 at any time outstandinga Wholly Owned Restricted Subsidiary of AGCO and, and (2) in the case of AGCO, Debt owed to any Capitalized Lease Wholly Owned Restricted Subsidiary that is subordinated 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,Advances on terms and conditions acceptable to each Co-Manager and the Required Lenders in their sole discretion; (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 for the deferred purchase price of property or services and consistent with prudent business practicessecured by Liens permitted under subsection (a)(iii) above, and (D) Non-Recourse Debt (includingso long as, without limitationafter giving effect to the incurrence thereof, the JV Pro Rata Share aggregate principal amount of Nonsuch Debt incurred by AGCO and its Restricted Subsidiaries then outstanding, on a Consolidated basis, does not exceed U.S. $25,000,000 (or the Multi-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 AgreementsCurrency Equivalent thereof); (vi) endorsements the Debt outstanding on the date hereof (other than Debt outstanding under the Old Credit Agreement or described in clause (iii) above) under the terms with respect thereto in effect as of negotiable instruments for deposit the date hereof, and any Debt extending the maturity of, or collection refunding or similar transactions refinancing, in the ordinary course of business; (vii) recourse secured whole or in part, any such 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 further provided that the principal 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 Asset, and (C) shall not exceed in be increased above 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.principal amount thereof outstanding

Debt. Create, incur, assume Become or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, remain obligated for any Debt, except: (i) Indebtedness and other Debt under the Loan Documents; from time to time outstanding and owing to Bank; (ii) in the case of any Loan Party current unsecured trade, utility or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any whollynon-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 extraordinary accounts 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 arising in the ordinary course of business business; (iii) Subordinated Debt; (iv) purchase money indebtedness incurred for the purpose of purchasing or acquiring fixed assets, so long as the amount of such purchase money indebtedness (including capital leases) incurred by Borrower and consistent with prudent business practicesits Subsidiaries does not exceed Two Hundred Fifty Thousand and No/100 dollars ($250,000), and in the aggregate, for any fiscal year of Borrower; (Dv) Non-Recourse Debt (including, without limitation, capitalized lease obligations) outstanding as of the JV Pro Rata Share date hereof if specifically disclosed in the most recent financial statements delivered to the Bank prior to the date hereof; and (vi) Permitted Acquisition Debt, but only if the assumption of Non-Recourse such Permitted Acquisition Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would shall not result in a Default under violation of any of the covenants contained Financial Covenants set forth in Section 5.04; 4.4 and the aggregate unpaid amount of all such Permitted Acquisition Debt (excluding that portion of Permitted Acquisition Debt which would otherwise be permitted under the exceptions set forth in parts (i), (ii), (iii), (iv) and/or (v) in the case of the Parent Guarantor and the Borrowerthis Section 5.3), 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% sum of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04$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 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; (ivii) 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 under the aggregate $10,000,000 at any time outstandingLoan Documents, (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 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) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt that extends, refunds or refinances 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 in the ordinary course of business and consistent with prudent business practices, andpractice, (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 the obligations under any Customary Carve-Out Agreements related thereto, (F) Secured Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, provided that each individual obligation included within Secured Recourse Debt shall not exceed 80% of the covenants contained value of the collateral securing such Secured Recourse Debt as reasonably determined by Borrower and approved by Administrative Agent, (G) Unsecured Debt the incurrence of which would not result in a Default under Section 5.045.04 or any other provision of this Agreement, and (H) Qualifying Trust Preferred Obligations; (viii) in the case of the Parent Guarantor and the BorrowerGuarantor, Debt consisting of Customary Carve-Out Agreementsunder the Loan Documents; (viiv) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viiv) 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% case of Total Asset ValueAmerican Campus (U of H), Ltd., the Cullen Oaks Phase II Loan; and (viiivi) unsecured in the case of ACCSI, the Cullen Oaks Phase II Guaranty; provided that, notwithstanding anything herein to the contrary, no Loan Party shall, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to, create, incur or assume any Debt relating to the incurrence of which would not result in a Default under Section 5.04On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof other than the Cullen Oaks Phase II Loan and the Cullen Oaks Phase II Guaranty.

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, Debt under in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the Loan Documents;ordinary course of business and consistent with reasonable business practice, and (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, : (A) Debt owed to the Borrower or to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, 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 to the Borrower) by their terms be subordinated to pledged as security for the Obligations of the holder thereof under the Loan Parties Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (B) Debt 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)(iv) not to exceed in the aggregate aggregate, on a Consolidated basis, $10,000,000 5,000,000 at any time outstanding,; (B) (1D) Capitalized Leases not to exceed in the aggregate aggregate, on a Consolidated basis, $10,000,000 5,000,000 at any time outstanding; (E) the Surviving Debt; (F) unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or services, aggregating, on a Consolidated basis, not more than $5,000,000 at any one time outstanding; (G) Debt of a Subsidiary acquired as permitted in accordance with Section 5.02(f)(vii) hereof so long as (x) such Debt was in existence at the time of acquisition and was not incurred in connection with such acquisition and (2y) in the case aggregate principal amount of all such Debt outstanding at 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,time shall not exceed $25 million; (CH) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates take or foreign exchange rates incurred pay contracts entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business and consistent with prudent business past 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 (viiiI) unsecured Debt in respect of the incurrence Mezzanine Facility not to exceed a principal amount, in the aggregate, of which would not result $20,000,000, plus pay-in-kind interest accruing in a Default under Section 5.04accordance with the terms of the Mezzanine Facility as in effect on the date hereof.

Debt. Create, incur, assume or suffer permit to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer permit to exist, any Debtindebtedness or liabilities resulting from borrowings, except: loans or advances, whether matured or unmatured, liquidated or unliquidated, joint or several, secured or unsecured, except for (i) Debt under incurred pursuant to the Loan Documents; Convertible Debentures in a principal amount not to exceed $18,000,000 outstanding at any time, (ii) in following the case closing of any Loan Party or any Subsidiary the Tecon Acquisition, the secured indebtedness of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary Tecon which as of any Loan Party, provided that, in each case, such Debt (y) the closing of the Tecon Acquisition shall be on terms acceptable to the Administrative Agent in an aggregate outstanding principal balance not exceeding $15,750,000 and (z) shall which when repaid may not be evidenced by promissory notes in form and substance satisfactory to the Administrative Agentreborrowed, 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(nsecured indebtedness for purchase money financing of equipment which is permitted under Section 6.02(d)(iv) hereto and in a principal amount not to exceed an aggregate of $2,000,000 outstanding at any Refinancing Debt extendingtime, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) secured Debt secured by Liens permitted by Section 5.02(a)(ividentified on Schedule 6.02(e) not to exceed the applicable amount indicated on such schedule, (v) the Term Loan, (vi) the Additional Revolving Loan (as defined in the BofA Loan Documents), (vii) unsecured senior funded bank debt in a principal amount not to exceed $40,000,000 outstanding at any time in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in for the aggregate $10,000,000 at any time outstanding, Borrower 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 its Subsidiaries (including, without limitation, unsecured senior funded bank debt incurred pursuant to the JV Pro Rata Share Loan Documents and the BofA Loan Documents, and excluding the undrawn face amount of Non-Recourse Debt the Capistrano Letter of Credit); provided that the only unsecured senior funded debt of the Subsidiaries which may be outstanding shall be (i) unsecured bank indebtedness of NMUI in an aggregate principal amount not to exceed $4,000,000 at any Joint Ventureone time and (ii) other unsecured senior funded debt in respect of Assets other than Borrowing Base Assetsa principal amount not to exceed $500,000 outstanding at any time in the aggregate for all Subsidiaries, (viii) indebtedness assumed or incurred in connection with any acquisition either: (a) detailed on Schedule 6.02(e); or (b) arising from a Permitted Acquisition, the incurrence sum of which would shall not result in exceed a Default under any principal amount of the covenants contained in Section 5.04; (v) $7,000,000 in the case of aggregate outstanding at any time for the Parent Guarantor Borrower 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 thereinits Subsidiaries, (Bix) is not secured by any Lien on any Borrowing Base Assetintercompany Debt between the Borrower and its majority-owned Subsidiaries, and (Cx) shall secured bonds in an aggregate face amount of not exceed more than $15,000,000 issued by Suburban on or about October 11, 2004 and secured bonds in an aggregate face amount of not more than $12,000,000 issued by NMUI after the aggregate at any time outstanding 10% date of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04this Amendment."

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 the Borrower, (A) Debt in respect of (1) Hedge Agreements required pursuant to Section 5.01(n) and (2) 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 $10,000,000 at any Loan Party or any Subsidiary of a Loan Partytime outstanding, and (B) Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, that such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be shall, if evidenced by promissory notes in form and substance satisfactory to the Administrative Agentnotes, which 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 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 each Loan Party (other than any Subsidiary of the Parent, Debt owed to the Parent Guarantoror to any other Loan Party, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and its Subsidiaries(z) shall, if evidenced by promissory notes, 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 Consolidated Group, (A) in the case of the Loan Parties, Debt under the Loan Documents, (B) in the case of the Loan Parties, 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, (BC) in the case of the Loan Parties, (1x) Capitalized Leases not to exceed in the aggregate $10,000,000 15,000,000 at any time outstanding, and (2y) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party the Parent is a party, any Contingent Obligation Debt of such Loan Party the Parent of the type described in clause (k) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized LeaseLeases, (CD) 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, 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, 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 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 Hedge Agreements designed any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to hedge against fluctuations any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) in interest rates or foreign exchange rates the case of the Loan Parties, unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or services, and consistent with prudent business practicesaggregating, andon a consolidated basis, not more than $5,000,000 at any one time outstanding, (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; (vF) in the case of the Loan Parties, guarantees of loans made by third-party financial institutions to doctors or other medical staff employed by or affiliated with 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 of its Subsidiaries not secured by any Lien on any Borrowing Base Asset, and (C) shall not to exceed in the aggregate at any time outstanding 10% an aggregate of Total Asset Value; $3,000,000 for all such guarantees, and (viiiG) unsecured Debt the incurrence of which would not result in a Default under Section 5.04Permitted Acquisition Debt.

Debt. CreateNo Borrower 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 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 Borrower Party, provided that, in each case, such Debt (yA) shall be on terms acceptable to the Administrative Agent and (zB) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the a 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 3,000,000 at any time outstanding,outstanding in respect of all Borrower Parties; (B) (1A) Capitalized Leases not to exceed in the aggregate $10,000,000 3,000,000 at any time outstandingoutstanding in respect of all Borrower Parties, and (2B) in the case of any Capitalized Lease to which any Subsidiary of a Loan Borrower Party is a party, any Contingent Obligation of such Loan Borrower Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,; (Cv) Prior to the Collateral Delivery Date, the Surviving Debt described on Schedule 4.01(o); (vi) 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; (vvii) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements 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 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 $3,000,000 in the aggregate at any time outstanding 10% in respect of Total Asset Value; and (viii) unsecured Debt the incurrence of all Borrower Parties and which would is not result in a Default under Section 5.04secured by any Lien.

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 under in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the Loan Documents;ordinary course of business and consistent with prudent business practice, (B) Subordinated Debt evidenced by the Subordinated Notes not to exceed in the aggregate $95 million at any time outstanding, and (C) Debt evidenced by the Senior Notes not to exceed in the aggregate (1) if the Subordinated Notes are outstanding, $280 million at any time outstanding and (2) if the Subordinated Notes are not outstanding, $375 million at any time outstanding, (ii) in the case of any Loan Party or any Subsidiary of a Loan Partythe Borrower or the Alliances, Debt owed to any other Loan Party the Borrower or any wholly-owned to a Subsidiary of any Loan Partythe Borrower or the Alliances, provided that, in each case, such Debt (yx) shall be on terms acceptable shall, in the case of Debt owed to the Administrative Agent a Loan Party, constitute Pledged Debt and (zy) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable and provided further that Debt owed to the Borrower) Borrower by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsAlliances shall not exceed $250 million at any time outstanding; (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 Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(ivunder the Loan Documents, (B) (x) Capitalized Leases entered into after the Effective Date not to exceed in the aggregate (together with any outstanding principal amount of Debt permitted under clause (C) and (E) below) $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 50 million at any time outstanding, and (2y) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party the Borrower is a party, any Contingent Obligation Debt of such Loan Party the Borrower 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. 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: (iA) Debt under of any Subsidiary to the Loan Documents;Partnership, the REIT or any Wholly Owned Subsidiary of either, or (B) the Convertible Loans that are not the Converted Loans. (ii) in Current Debt of the case of any Loan Party Partnership or any Subsidiary of a Loan Party, the REIT (other than Current Debt owed to any Subsidiary) in an amount not in excess of 40% of its total Debt at any time. (iii) other Loan Party Funded Debt of the Partnership or the REIT (other than Debt to any wholly-owned Subsidiary of any Loan PartySubsidiary), provided that (A) the aggregate principal amount of all of its Funded Debt (including, for the Partnership, the Notes), including Priority Debt, on a Consolidated basis does not cause the Partnership or the REIT to violate the limitations set forth in each case, paragraph 6A hereof; and (B) the Partnership or the REIT shall not Guarantee Debt of any Subsidiary except pursuant to a subordination agreement subordinating the beneficiary of such Guarantee's rights with respect to payment of such Debt (y) shall be on terms acceptable to the Administrative Agent payment of the Notes and (z) shall be evidenced by promissory notes otherwise in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable Required Holders and only if such Subsidiary unconditionally Guarantees the Notes pursuant to a guaranty in form and substance satisfactory 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 DebtRequired Holders; (iv) in the case non-recourse mortgage Debt of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt Subsidiaries secured by Liens their real property assets, so long as such Debt does not cause a violation of paragraph 6A hereof. Notwithstanding the foregoing, no floating rate Debt permitted by Section 5.02(a)(ivunder this Agreement (including under Paragraph 6A hereof) not to exceed in shall be permitted thereunder if, after such Debt is incurred, the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in REIT's or 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 Partnership's total floating rate Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Ventureon a Consolidated basis) 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 1040% of Total Asset Value; and (viii) unsecured Debt the incurrence of which would not result in a Default under Section 5.04its total Debt.

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 Parent, the Borrower and any of their respective Restricted Subsidiaries, (A) Debt under the Loan Documents; (iiB) the Surviving Debt; (C) Debt of the Parent, the Borrower or any Restricted Subsidiary as an account party in respect of letters of credit (which do not constitute Letters of Credit hereunder) in the case an aggregate stated amount at any time outstanding not in excess of $30,000,000; (D) Debt of (i) any Loan Party or any Subsidiary of a Loan Party, Debt that is owed to any other Loan Party, (ii) any Restricted Subsidiary of the Parent that is not a Loan Party or owed to any wholly-owned Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan PartyParty owed to any Subsidiary of the Parent that is not a Loan Party which, provided that, in each case, to the extent that the aggregate amount for all such Debt (y) exceeds $10,000,000, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, which promissory notes shall ) and (unless payable iv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the Borrower) extent constituting an Investment permitted by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsSection 5.02(f); (iiiE) Debt of any Person that becomes a Restricted Subsidiary of the Surviving Borrower or the Parent after the Original Effective Date in accordance with the terms of Section 5.02(f) which Debt described on Schedule 4.01(nis existing at the time such Person becomes a Restricted Subsidiary of the Borrower or the Parent (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower or the Parent); (F) hereto Debt in connection with Securitization Transactions up to an aggregate amount not to exceed (1) so long as clause (2) below shall not apply, $75,000,000, or (2) (x) so long as the Leverage Ratio shall not be more than 3.75:1.00, as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.03(b) or Section 5.03(c) or (y) irrespective of whether the preceding clause (x) is applicable, if an Investment Grade Period shall have commenced following the Restatement Effective Date (and any irrespective of whether such Investment Grade Period shall have ended), $100,000,000; 94 Amended and Restated KCSR Credit Agreement (G) Credit Agreement Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivH) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the Senior Secured Leverage Ratio is less than 3.50:1.00 and (ii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04, and provided further that, if such Debt is unsecured, (a) in no event shall the case terms of each Loan Party such Debt require any scheduled payment of principal in cash of such Debt prior to the Termination Date, (b) a Restricted Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of the Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Parent Guarantor) and its Subsidiaries,Obligations); (AI) Debt secured comprising Capitalized Lease Obligations or the deferred purchase price of newly-acquired equipment and other property or incurred to finance the acquisition of newly-acquired equipment pursuant to purchase money mortgages or otherwise, or in contemplation of a Sale and Leaseback Transaction pursuant to Section 5.02(h)(ii), to the extent the conditions set forth therein are satisfied; provided that such Debt is incurred within 270 days following the acquisition thereof, or if such property or equipment is purchased in installments, within 270 days of the final purchased installment; (J) Debt consisting of guaranties described in Section 5.02(b)(i)(H); (K) Debt incurred by Liens permitted by Section 5.02(a)(iv) the Borrower or a Restricted Subsidiary in a principal amount not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 150,000,000 at any time outstanding, which Debt may be incurred only if (i) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the Debt shall be incurred under the RR Act or such Debt shall be incurred as a bridge to a refinancing for Debt to be incurred under the RR Act, and the proceeds thereof used solely for purposes consistent with the RR Act, (iii) the Debt shall not have a maturity date earlier than the Termination Date in respect of the Revolving Credit Commitment and (2iv) the fair market value (as determined in a commercially reasonable manner by the case Borrower) of any Capitalized Lease the RR Assets used to which any Subsidiary secure Debt under this clause shall not materially exceed the amount of a Loan Party the Debt that is a party, any Contingent Obligation of being secured by such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,RR Assets; (CL) Debt in respect of Hedge Agreements designed to hedge against fluctuations performance, surety or appeal bonds (in interest rates or foreign exchange rates incurred each case not in respect of borrowed money) provided in the ordinary course of business of the Parent, the Borrower and consistent with prudent business practices, andtheir Restricted Subsidiaries; (DM) Non-Recourse Debt incurred under Hedge Agreements to the extent permitted under Section 5.02(k); (including, without limitation, the JV Pro Rata Share of Non-Recourse N) Refinancing Debt of any Joint Venture) incurred in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default Debt 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 thereinSections 5.02(b)(i)(B), (BE), (F) is not secured by any Lien on any Borrowing Base Asset, and or (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueK); and (viiiO) unsecured Debt in respect of industrial revenue bonds or other similar governmental or municipal bonds; provided that before and after giving effect to 95 Amended and Restated KCSR Credit Agreement the incurrence of which would not result such Debt, the Loan Parties are otherwise in a Default under compliance with the financial covenants set forth in Section 5.04. (ii) Debt owed by the Parent, the Borrower, or any Restricted Subsidiary of the Parent to Meridian Speedway which Debt shall not exceed an aggregate amount equal to $100,000,000 and be subordinated in right of payment to the Obligations of such Person under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise, on terms reasonably satisfactory to the Administrative Agent).

Debt. Create, incur, assume issue, assume, Guarantee or suffer otherwise become liable for, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:other than the following (collectively, “Permitted Debt”): (ia) Debt under the Loan DocumentsCredit Facilities (including Incremental Facilities); (iib) in the case Debt owing by Borrower to any Subsidiary and of any Subsidiary to Borrower or any other Subsidiary; provided that (i) any such Debt owing by a Loan Party or any Subsidiary of to a Loan Party, Debt owed to any other non-Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be subordinated to the Obligations on terms acceptable reasonably satisfactory to the Administrative Agent and (zii) any such Debt owing by a non-Loan Party to a Loan Party shall be a Permitted Investment; (c) Purchase Money Obligations and Capital Lease Obligations and any Refinancing Debt in respect thereof in an aggregate outstanding principal amount not to exceed the greater of (x) $200 million and (y) 37.5% of Adjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis; (i) other Debt in an aggregate principal amount not to exceed the sum of (x) the Unrestricted Incremental Amount plus (y) an unlimited amount so long as, recomputed as of the last day of the most recently ended Test Period, when calculated on a Pro Forma Basis immediately after giving effect to any indebtedness incurred in reliance on this clause (y), but without giving effect to any indebtedness incurred in reliance on clause (x) substantially concurrently with the incurrence of such indebtedness in reliance on this clause (y) and without netting the cash proceeds of any such indebtedness, (I) the Borrower shall be in compliance with the Financial Covenants and (II) (A) if such Debt is secured by the Collateral on a pari passu basis with the Closing Date Facilties, the First Lien Net Leverage Ratio does not exceed 3.75:1.00 or (B) if such Debt is secured by the Collateral on a junior-lien basis to the Closing Date Facilities, the Secured Net Leverage Ratio does not exceed 4.50:1.00 (such Debt in clause (y) incurred pursuant to this paragraph (d), collectively, “Secured Ratio Debt”); provided in each case that: (A) such Debt shall be secured only by the Collateral (or a portion thereof) or a pari passu or junior basis and shall only be guaranteed by the Guarantors (provided that such Debt may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the Guarantors, so long as such assets are contemporaneously included as Collateral and such subsidiary becomes a Guarantor); (B) Secured Ratio Debt (other than a customary bridge facility so long as the long-term Debt into which such bridge facility is to be converted or exchanged satisfies the requirements of this clause (B)) shall not mature earlier than, or have a weighted average life shorter than, any of the Credit Facilities; and (C) Secured Ratio Debt in the form of term loans that are secured by the Collateral on a pari passu basis with the Closing Date Facilities will be evidenced by promissory notes in form and substance satisfactory subject to the Administrative Agent“most-favored nations” pricing provision set forth in Section 2.15(4)(v) as if such Secured Ratio Debt were an Incremental Facility and (ii) any Refinancing Debt in respect thereof; (i) other Debt in an aggregate principal amount not to exceed the sum of (x) the Unrestricted Incremental Amount plus (y) an unlimited amount so long as, recomputed as of the last day of the most recently ended Test Period, when calculated on a Pro Forma Basis immediately after giving effect to any indebtedness incurred in reliance on this clause (y), but without giving effect to any indebtedness incurred in reliance on clause (x) substantially concurrently with the incurrence of such indebtedness in reliance on this clause (y) and without netting the cash proceeds of any such indebtedness, (I) the Borrower is in compliance with the Financial Covenants (such Debt incurred pursuant to this paragraph (e), “Unsecured Ratio Debt”); provided that (A) such Debt shall only be guaranteed by the Guarantors (provided that such Debt may be guaranteed by a Subsidiary other than the Guarantors, so long as such subsidiary becomes a Guarantor); and (B) Unsecured Ratio Debt (other than a customary bridge facility so long as the long-term Debt into which promissory notes such bridge facility is to be converted or exchanged satisfies the requirements of this clause (B)) shall not mature earlier than, or have a weighted average life shorter than, any of the Credit Facilities and (unless payable ii) any Refinancing Debt in respect thereof; (i) Debt assumed in connection with Acquisitions and other Investments permitted by this Agreement and not created in contemplation thereof so long as, giving pro forma effect to the Borrowerincurrence thereof, the Borrower would be in compliance with the Financial Covenants and (ii) any Refinancing Debt in respect thereof; (g) Guarantees of any Permitted Debt; (h) Debt incurred by their terms a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not to exceed (A) the greater of (x) $132.75 million and (y) 25% of Adjusted EBITDA for the most recently ended Test Period at any one time outstanding and calculated on a Pro Forma Basis, plus (B) additional Debt incurred from time to time pursuant to asset based revolving facilities provided by commercial banks or similar financial institutions; provided that (1) such Debt is secured by Liens on the current assets of Subsidiaries that are not Loan Parties (and not on the Collateral) and (2) Loan Parties shall not Guarantee such Debt unless such Guarantee would otherwise be subordinated permitted under Section 10.2(9); (i) Attributable Debt and Purchase Money Obligations in connection with Maxar Space Real Estate or any similar Debt (whether secured or unsecured) directly related thereto (i) in an aggregate principal amount not to exceed the Obligations greater of (x) $100 million and (y) 18.8% of Adjusted EBITDA for the most recently ended Test Period at any one time outstanding and calculated on a Pro Forma Basis or (ii) that replaces any real property (owned or leased) existing on the Closing Date so long as the Interest Coverage Ratio for the most recently ended Test Period (based on the average annual contractual amount payable in respect thereof for the base term of the Loan Parties under related obligation) is not less than 3.50:1.00; (j) Convertible Debt, so long as, recomputed as of the Loan Documentslast day of the most recently ended Test Period, when calculated on a Pro Forma Basis immediately after giving effect to any Convertible Debt incurred and without netting the cash proceeds of any such indebtedness, the Borrower is in compliance with the Financial Covenants; (k) Debt in existence of the Closing Date and any Refinancing Debt in respect thereof; (l) Incremental Equivalent Debt, Refinancing Facilities and Refinancing Notes and, in each case, any Refinancing Debt in respect thereof; (i) Cash Management Obligations and (ii) Debt incurred by Borrower or any Subsidiary in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Ordinary Course Debt; (o) [reserved]; (p) Debt of the Borrower or any Subsidiary incurred in connection with any reorganization or activity undertaken as part of a Permitted Tax Restructuring; provided that: (i) all of the steps in such transaction are completed substantially concurrently (except for any continuing Debt permitted by part (iii) below); (ii) after giving effect to such transaction: all of the entities involved in such transaction are solvent at the time of such transaction or have no material liabilities (other than liabilities owed to Borrower or any Subsidiary); and (iii) after giving effect to such transaction: (x) any continuing Debt resulting from such transaction qualifies as Permitted Debt under another paragraph of this definition, (y) the Surviving Debt described on Schedule 4.01(nSecurity, taken as a whole, is not impaired in any material respect (as determined by the Borrower in good faith) hereto and any Refinancing Debt extending, refunding (z) no Default or refinancing such Surviving DebtEvent of Default has occurred and is continuing; (ivq) 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 an aggregate principal amount at any time outstanding 10not to exceed the greater of (x) $265.5 million and (y) 50% of Total Asset ValueAdjusted EBITDA for the most recently ended Test Period calculated on a Pro Forma Basis (such Debt incurred pursuant to this paragraph (q), “General Basket Debt”); (r) Debt under the Senior Secured Notes outstanding on the Closing Date; and (viiis) unsecured all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (q) above. For purposes of determining compliance with this Section 10.2(1), in the event that an item of Debt meets the incurrence criteria of which would not result more than one of the categories of Debt described in a Default under Section 5.04clauses (a) through (s) above, the Borrower may, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of indebtedness (or any portion thereof) and will only be required to include the amount and type of such Debt in one or more of the above clauses.

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 the US Borrower and any Subsidiary of a Loan Party, the US Borrower, (A) Debt owed to any other Loan Party the US Borrower or any wholly-to a wholly owned Subsidiary of any Loan Partythe US Borrower, provided that, in each case, such Debt (yx) shall shall, in the case of Debt owed to an Immaterial Subsidiary or a Subsidiary that is not a Loan Party or is in respect of the refinancing of the Greyhound Foothill Facility or the ▇▇▇▇▇▇ Credit Facility Assignment, be subordinated to the Obligations of the US Borrower or such Subsidiary under the Loan Documents on terms acceptable to the Administrative Agent and (zy) shall be evidenced permitted by promissory notes Section 5.02(e)(ii); and (B) Debt of non-U.S. Subsidiaries incurred in form and substance satisfactory the ordinary course of business in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (ii) in 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 Borrowers and their Subsidiaries, (A) Debt under the Loan Documents; (iiiB) the Surviving Debt described on Schedule 4.01(n) hereto and at any Refinancing Debt extending, refunding or refinancing such Surviving Debt; time outstanding (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A1) Debt secured by Liens permitted by Section 5.02(a)(iv) and (2) Capitalized Leases (including the aggregate amount of Capitalized Leases assumed in connection with any acquisition permitted under Section 5.02(e)(xii)) not to exceed in the an aggregate $10,000,000 amount equal to 7.5% of Consolidated Tangible Assets at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstandingsuch time, and (23) in the case of any Capitalized Lease Leases to which any Subsidiary of a Loan Party the US Borrower is a party, any Contingent Obligation Debt of such Loan Party the US Borrower of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,Leases subject to the limitations set forth in Section 5.02(e)(ii); (C) Debt of any Loan Party; provided that any such Debt shall be on market terms; (D) 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 not prohibited 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, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, 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 provided further that (1) such extending, refunding or refinancing Debt shall have (x) a final maturity no earlier than the final maturity of Debt being extended, refunded or refinanced and (y) a weighted average life at least as long as the Debt being extended, refunded or refinanced and (2) the terms relating to maturity and subordination (if any) 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 Surviving Debt being extended, refunded or refinanced; (E) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 5.02(e)(xii) or (xiii) and extensions, renewals or replacements of such Debt that do not increase the principal amount thereof, which Debt is existing at the time such Person becomes a Subsidiary of such Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of such Borrower); provided that there is no change in the direct or indirect obligors in respect of such Debt; (F) Debt consisting of customary purchase price adjustments, earn-outs, indemnification obligations and similar items of the Loan Parties in connection with any sale or other disposition of assets or any acquisition permitted under Section 5.02(e); (G) Debt, not to exceed $150,000,000 at any time outstanding, incurred in connection with the sale of accounts receivable; (H) Debt incurred in the ordinary course of business in respect of netting services and overdraft protections in connection with deposit accounts; (I) Debt in respect of bid, performance and surety bonds and appeal bonds issued for the account of the US Borrower or any of its Subsidiaries in the ordinary course of business, including guarantees and obligations of the US Borrower or any of its Subsidiaries with respect to such bids and bonds and letters of credit supporting such bids; (J) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates or fuel hedging contracts 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 Valuepractice; and (viiiK) unsecured guarantees by the US Borrower or any Subsidiary of Debt the incurrence of which would not result in a Default under Section 5.04that is otherwise permitted hereunder.

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. 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. 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 New 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. 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: (ia) Debt under the Loan DocumentsObligations; (iib) in Debt outstanding on the case Closing Date and listed on Schedule 10.2.3; (c) Debt consisting of unsecured intercompany loans among Parent and any Loan Party Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of a Loan Party, Debt owed to any other Loan Party of Parent or any wholly-owned Subsidiary of any Loan Party, provided thatso long as, 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 corresponding Investment is permitted under the Loan DocumentsSection 10.2.2; (iiid) Debt of Parent or any Subsidiary existing or arising under any Hedging Agreement, provided that such Hedging Agreement was entered into by such Person to hedge risks arising in the Surviving Debt described on Schedule 4.01(n) hereto Ordinary Course of Business and any Refinancing Debt extending, refunding or refinancing such Surviving Debtnot for speculative purposes; (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, (Ce) Debt in respect of Hedge Agreements designed to hedge against fluctuations Capital Leases, Off-Balance Sheet Liabilities and purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in interest rates existence when a Person becomes a Subsidiary or foreign exchange rates that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $25,000,000 in the ordinary course of business and consistent with prudent business practices, andaggregate at any time; (Dg) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of Assets intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 10.2.8 and not constituting Debt for borrowed money; (h) Debt of Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries or in connection with judgments not resulting in an Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (k) Bank Product Debt (other than Borrowing Base Assets, the incurrence of which would Debt arising under Hedging Agreements); (l) Debt that is not result included in a Default under any of the covenants contained preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in Section 5.04the aggregate at any time; (vm) other Debt that is not included in the case any of the Parent Guarantor and the Borrower, Debt consisting preceding clauses of Customary Carve-Out Agreements; this Section so long as such Debt: (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, (Bi) is not secured by any Lien on any Borrowing Base Asseta Lien, (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (Ciii) shall does not have scheduled amortization in excess of 10% per year; and (n) Debt to the Person, or the beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest and fees that are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (n)) $25,000,000 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 5.04time.

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 DocumentsDocuments to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (iii) in the Surviving case of the Borrower and its Restricted Subsidiaries, (A) Debt described on Schedule 4.01(nunder the Loan Documents, (B) hereto Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Refinancing 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 Surviving 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 (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 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 Person 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 obligations of the Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in connection with indemnity programs for employees and or agents, and (4) in respect of 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, (G) Debt under any insurance premium financing arrangement entered into in the ordinary course of business, and (H) other Debt not otherwise prohibited by the terms of 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); (iv) in the case of each Loan Party any Limited Purpose Subsidiary, Non-Recourse Debt, provided that, notwithstanding the treatment of G▇▇▇ Property Acquisition and the G▇▇▇ Property Acquisition Subsidiaries as Unrestricted Subsidiaries for financial covenant purposes, the Borrower is in compliance with Section 5.04(a) without regard to the proviso thereto; and (v) In the case of any Triple Net Properties Limited Purpose Subsidiary, Debt for Borrowed Money (excluding Debt for Borrowed Money which is Non-Recourse Debt other than Debt for Borrowed Money in respect of Non-Recourse Mezzanine Financing) which is secured by direct Equity Interests in the Parent GuarantorTriple Net Properties Limited Purpose Subsidiary that has incurred such Debt for Borrowed Money; provided, however, that notwithstanding the provisions of subsections (iii)(A) through (iii)(H) above, the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and its Subsidiaries, (Aiii)(H) Debt above that is secured by Liens permitted by Section 5.02(a)(iv) shall not to exceed in the aggregate $10,000,000 20,000,000 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. CreateEach Credit Party will not, and will not permit any of its Subsidiaries 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 Loans and other Indebtedness arising under the Loan Documents or under any Swap Agreement expressly permitted hereunder, or any guaranty of or suretyship arrangement for the Loans and/or other Indebtedness arising under the Loan Documents; (iib) in the case of any Loan Party or any Subsidiary of a Loan Party, (i) 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 and its Subsidiaries that is disclosed in Schedule 9.02; (iiic) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the Surviving aggregate principal amount of all Debt described on Schedule 4.01(nin this Section 9.02(c) hereto and at any Refinancing Debt extending, refunding or refinancing such Surviving Debtone time outstanding shall not exceed $25,000,000; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (Ad) Debt secured associated with workers’ compensation claims, performance, appeal, bid, surety or similar bonds or surety obligations required by Liens permitted by Section 5.02(a)(iv) not to exceed Governmental Requirements or third parties in connection with the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in operation of the aggregate $10,000,000 at any time outstanding, Oil 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 Gas Properties in the ordinary course of business (including with respect to plugging, facility removal and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share abandonment 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 Oil and Gas Properties); (ve) intercompany Debt between or among the Borrower and its Subsidiaries that are Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any other Person (other than the Administrative Agent pursuant to the Security Instruments); provided, further, that such Debt is subordinated to the Indebtedness as and to the extent set forth in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out AgreementsGuaranty; (vif) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viig) 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 consisting of the financing of insurance premiums on any Borrowing Base Asset, and (C) shall a cash basis in the ordinary course of business if the amount financed does not exceed the premium payable for the current policy period; (h) other unsecured Debt not to exceed $25,000,000 in the aggregate at any one time outstanding; (i) subject to Section 2.06 and Section 3.04(c)(iii), Debt of the Borrower under a Superpriority Revolving Credit Facility in an aggregate outstanding principal amount (including the face amount of undrawn letters of credit issued under the Superpriority Revolving Credit Facility) not to exceed the lesser of (A) $95,000,000 and (B) the Superpriority Loan Limit as of the effective date of the Superpriority Revolving Credit subject at all times to the terms of the Intercreditor Agreement; provided that (A) the Person acting as administrative agent thereunder is Texas Capital Bank or another RBL Bank (any such Person then acting as such administrative agent, the “Superpriority Revolving Agent”), (B) all such Debt shall be secured by a set of Properties that are the same as, or a subset of, the Collateral, using security documents that are substantially equivalent to or share the same security documents as the Security Instruments or are otherwise reasonably acceptable to the Administrative Agent, (C) a majority of the Superpriority Revolving Loans and commitments of the Superpriority Revolving Lenders are at all times provided by RBL Banks and (D) such Debt is otherwise subject to commercially reasonable and customary terms and conditions for reserve-based revolving credit facilities for oil and gas secured loan transactions, as determined by the Administrative Agent (acting reasonably and without unreasonable delay); provided that it is understood and agreed that it will be reasonable to determine that such terms and conditions are not commercially reasonable or customary in the event that (x) such Debt is not incurred under a single commercial banking reserve-based revolving credit facilities for oil and gas secured loan transactions with no differentiation among the Superpriority Revolving Lenders and all such Debt is pari passu in right of payment, pricing, maturity, security and liquidation thereof, (y) the Superpriority Borrowing Base is not a Conforming Borrowing Base and such Debt is not subject to the terms of such a Conforming Borrowing Base or (z) the all-in yield under the Superpriority Revolving Credit Facility (whether through the “Applicable Margin” or any other component of yield but excluding increases of no more than 2.00% per annum resulting from the accrual of interest at the default rate) exceeds the Term SOFR Rate (or any functionally equivalent term) plus 6.50% per annum. (j) Debt of the Borrower incurred to finance the acquisition of Property or series of related acquisitions of Property permitted under Section 9.05(c), Section 9.05(d) or Section 9.05(i); provided that (i) no Default or Event of Default has occurred and is continuing or would result from such incurrence, (ii) such Debt does not have any scheduled principal payments or a maturity date earlier than the date that is one hundred eighty (180) days following the Maturity Date (giving effect to the two Maturity Date Extensions under Section 2.07, regardless of whether any such Maturity Date Extension has been elected and is effective), (iv) such Debt shall be in the form of (A) unsecured Debt, (B) Debt that is subordinated to the Indebtedness in compliance with Section 9.03(g) or (C) Preferred Stock, (v) such Debt shall not have terms requiring payments or prepayments on or prior to the date that is one hundred eighty (180) days following the Maturity Date (giving effect to the two Maturity Date Extensions under Section 2.07, regardless of whether any such Maturity Date Extension has been elected and is effective) other than as expressly permitted under Section 9.25 or have financial covenants, (vi) the Borrower shall be in pro forma compliance with the Consolidated Fixed Charge Coverage Ratio of greater than or equal to 2.25 to 1.00, after giving effect to any such incurrence, (vii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 9.01, after giving effect to such incurrence, (viii) such Debt shall not have (A) any mandatory prepayment or redemption provisions (other than a put right customary for “high yield” debt financings, so long as the terms of any such put right are incorporated into the Loan Documents) or (B) covenants, guarantees and events of default that are materially more restrictive to the Borrower and the Subsidiaries than the corresponding terms of this Agreement and the other Loan Documents (as in effect at the time of such issuance or incurrence), unless such more restrictive covenants, guarantees and events of default shall contemporaneously be made to apply equally to the this Agreement, (ix) the Property acquired pursuant to such acquisition or acquisitions shall be subject to the Lien created under the Security Instruments and satisfy the perfection requirements set forth in the Loan Documents (subject to the exceptions specified therein) and (x) at least one (1) day prior to the incurrence of such Debt, the Administrative Agent shall receive a certificate of a Responsible Officer of the Borrower certifying the satisfaction of the foregoing terms and conditions, including reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio in a manner consistent with the calculations of the Consolidated Fixed Charge Coverage Ratio set forth in the Exhibit D and providing certified copies of the documentation evidencing any such Debt; (k) the incurrence by the Borrower or any of its Subsidiaries of Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five (5) Business Days; (l) Debt of a Credit Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice; provided that the aggregate principal amount of all Debt described in this (l) at any one time outstanding 10% shall not exceed $30,000,000. (m) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of Total Asset Valuebusiness; (n) Debt of a Credit Party incurred pursuant to, and in the form of, a guarantee of Debt of any other Credit Party to the extent the Debt of such other Credit Party is otherwise permitted under Section 9.02; and (viiio) unsecured Debt in the incurrence form of which would purchase price adjustments, earn outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 9.05, provided that the principal amount of all Debt described in this Section 9.02(o) at any one time outstanding shall not result in a Default under Section 5.04exceed the Threshold Amount.

Debt. CreateNo Company will incur, incurcreate, assume or suffer permit to exist, and no Company will permit any Subsidiary to incur, create, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: 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, (Ca) Debt in respect of Hedge Agreements designed the Obligations and Debt in respect of any Incremental Facilities, (b) Debt arising from endorsing negotiable instruments for collection in the ordinary course of business, (c) purchase money Debt or Debt to hedge against fluctuations in interest rates provide the purchase price or foreign exchange rates cost of construction of an asset and Capital Lease 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 that do not result in a Default under any of the covenants contained in Section 5.04; (v) exceed $7,000,000 in the case aggregate at any one time outstanding, (d) Debt among the Loan Parties, (e) guaranties by any Loan Party of the Parent Guarantor Permitted Debt, (f) indemnities and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions warranties arising under agreements entered into by any Loan Party in the ordinary course of business; , (viig) recourse secured trade payables and other current liabilities incurred in the ordinary course of business, (h) Tax liabilities, (i) any financed portion of the premium for any Loan Party’s insurance policies; provided that, such financed portion is paid within the required due dates, (j) Debt of a Loan Party in respect of performance bonds, bid bonds, appeal bonds, completion guaranties, surety bonds and similar obligations, in each case provided in the ordinary course of business, (k) Permitted Subordinated Debt and Permitted Unsecured Debt of the Borrower and its Subsidiaries in an aggregate principal amount not in excess of $15,000,000 at any one time outstanding, (l) Debt in connection with a Sale and Leaseback Transaction to the extent permitted under Section 9.17, (m) Debt outstanding on the Closing Date and described on Schedule 9.1 and any Permitted Refinancing of such Debt, provided that such (n) Debt (A) is constituting Hedge Obligations under Hedge Agreements entered into in the ordinary course of business and not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinfor speculative purposes and permitted under Section 9.12, (Bo) is other Debt not secured to exceed $5,000,000, (p) guaranties by any Lien on any Borrowing Base Asset, Loan Party with respect to obligations under check processing and cashing agreements in the ordinary course of the Loan Parties’ business and (Cq) shall Debt up to, but not exceed to exceed, $5,000,000 in the aggregate at any one time outstanding 10% outstanding, in the form of Total Asset Value; and one or more letters of credit or letter of credit facilities (viii) unsecured Debt including the incurrence Existing Letters of which would not result in a Default under Section 5.04Credit).

Debt. Create, incur, assume or suffer to exist, or permit Neither Holdings nor any of its Subsidiaries to create, incur, assume shall incur or suffer to exist, maintain any Debt, except:other than the following Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted Debt”): (ia) Debt under the Loan DocumentsObligations; (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 Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto 8.13, and any Refinancing Debt extending, refunding or refinancing such Surviving Debtthereof; (ivc) in the case of each Loan Party (other than the Parent Guarantori) Capital Leases and its Subsidiaries, purchase money secured Debt incurred to purchase any equipment that is not Rental Equipment held for sale or lease, provided that (A) all Liens securing the same attach only to the equipment acquired by the incurrence of such Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, and (B) (1) Capitalized Leases not to exceed in the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 150,000,000 at any time outstanding, time; and (2ii) in the case of any Capitalized Lease purchase money secured Debt incurred 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 purchase in the ordinary course of its business any Rental Equipment that is held for sale or lease, provided that (A) all Liens securing the same attach only to the Rental Equipment acquired by the incurrence of such Debt and consistent with prudent business practices, and(B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (Dd) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) Subsidiary that is not an Obligor to any Obligor, the net amount of which Debt incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (as reduced by any return of capital in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default any such Investment during such Fiscal Year) made under any clause (i) of the covenants contained definition of “Permitted Investments” during such Fiscal Year and the amount of Debt incurred under clause (p)(ii) of this Section 8.13 during such Fiscal Year, does not exceed $10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (d), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (p)(ii) of this Section 8.13, shall not exceed $25,000,000 in Section 5.04the aggregate outstanding at any time; (ve) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreementsincurred under Hedge Agreements entered into by a Borrower or Subsidiary; (vif) 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 Guarantees permitted under Section 5.04.8.12;

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) Debt under the Subordinated Intercompany Notes, provided that the Borrower may pay interest thereon and principal thereof when due (subject to the terms of the Subordination Agreement) solely to the extent necessary to pay interest and principal on Debt of the Guarantor permitted under Section 5.02(b)(ii)(C) or 5.02(b)(v)(A) and solely to the extent that the Borrower has not declared or paid cash dividends in an amount sufficient to pay interest and principal on the such Debt of the Guarantor, provided, however, that the Borrower may not pay interest thereon or principal thereof during the applicable Payment Block Period if a Payment Block has occurred and is continuing, (C) Debt of the Borrower owed to IMC-Canada, and (D) Debt incurred in connection with the limited recourse sale or other disposition of accounts receivable in an aggregate amount not to exceed $50,000,000 outstanding at any time; (ii) in the case of the Guarantor, (A) Debt under the Loan Documents, (B) Debt owed to IMC-Canada, and (C) unsecured Debt not to exceed $50,000,000 at any Loan Party time outstanding; (iii) in the case of any of the Subsidiaries of the Borrower (other than IMC Partner, Managing Partner or any Subsidiary of a Loan Partythe Joint Venture Company) or the Guarantor (other than the Borrower, IMC Partner, Managing Partner or the Joint Venture Company), Debt owed to any other Loan Party the Borrower or any the Guarantor or to a wholly-owned Subsidiary of any Loan Partythe Borrower or the Guarantor, provided that, that in each casethe case of Debt of IMC-Canada owed to the Borrower or the Guarantor or to a wholly-owned Subsidiary of the Borrower or the Guarantor, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes not exceed $50,000,000 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 an aggregate amount for all such Subsidiaries at any Refinancing Debt extending, refunding or refinancing such Surviving Debttime outstanding; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its SubsidiariesJoint Venture Company, (A) Debt secured by Liens permitted by Section 5.02(a)(ivexisting on the date hereof, as set forth on Part I of Schedule 4.01(z) (the "JV Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any JV 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 no more restrictive than the terms of the JV Existing Debt being extended, refunded or refinanced thereby and provided further that the principal amount of such JV Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to exceed such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in the aggregate $10,000,000 at any time outstandingconnection with such extension, refunding or refinancing, (B) (1) Capitalized Leases unsecured Debt which, together with Debt of IMC-Canada under Section 5.02(b)(v)(B), shall 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 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,and (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in connection with the ordinary course limited recourse sale of business and consistent with prudent business practices, accounts receivable in an aggregate amount not to exceed $75,000,000 outstanding at any time; 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 Borrower, the Guarantor and any of their Subsidiaries (other than the Borrower, Debt consisting of Customary Carve-Out Agreements;Joint Venture Company), (viA) endorsements Debt existing on the date hereof, as set forth on Part II of Schedule 4.01(z) (the "Existing Debt"), and 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 no more restrictive than the terms of the Existing Debt being extended, refunded or refinanced thereby and 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, (B) unsecured Debt of IMC-Canada which, together with Debt of the Joint Venture Company under Section 5.02(b)(iv)(B), shall not exceed $50,000,000 at any time outstanding, and (C) indorsement 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 DocumentsDocuments (including Debt incurred pursuant to Section 2.17); (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)(iv6.02(a)(iv) and Capitalized Leases (in addition to those otherwise permitted by this Section) not to exceed in the aggregate $10,000,000 3,000,000 at any time outstanding,; (Biii) (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,Permitted Additional Debt; (Civ) 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 5.04Agreements; (v) in the case Debt of the Parent Guarantor to any Subsidiary of the Parent and of any Subsidiary of the Borrower, Debt consisting Parent to the Parent or any other Subsidiary of Customary Carve-Out Agreementsthe Parent; (vi) endorsements Guaranty Obligations of negotiable instruments for deposit the Parent of Debt of any Subsidiary of the Parent and of any Loan Party of Debt of the Parent or collection any other Subsidiary of the Parent; (vii) Debt of any Person that becomes a Subsidiary of the Parent after the date hereof in a transaction permitted by Section 6.02(d) or Section 6.02(f)(vi) or (ix), which Debt is existing at the time such Person becomes a Subsidiary of the Parent (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Parent), in each case, together with any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is granted by such obligor or obligors or any other party in connection with such refinancing, extension, renewal or replacement and the aggregate principal amount of such refinancing, extension, renewal or replacement does not exceed that of the Debt being refinanced, extended, renewed or replaced; (viii) Debt of the Parent or any of its Subsidiaries in respect of performance, bid, surety, appeal or similar transactions bonds or completion or performance guarantees provided in the ordinary course of business; (viiix) recourse secured Debt of the Parent or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Subsidiaries pursuant to such agreements that is incurred in disposing of any assets, business or Subsidiary of the Parent (other than guarantees of, or similar obligations under, Debt incurred by any Person acquiring all or any portion of such business assets or Subsidiary of the Parent for the purpose of financing such acquisition); (x) Debt of the Parent or any of its Subsidiaries consisting of obligations in respect of letters of credit for the benefit of, and reimbursement or indemnification obligations to, any Person as required by or desirable for workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Parent or any of its Subsidiaries, in each case incurred in the ordinary course of business. (xi) Debt of the Parent or any of its Subsidiaries 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; (xii) Subordinated Debt, provided that such Debt together with any Permitted Refinancing Indebtedness in respect thereof, not to exceed in the aggregate during the term of this Agreement, the sum of (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, $30,000,000 and (B) $200,000,000 less the aggregate amount of any Commitment Increases pursuant to Section 2.17; (xiii) Surviving Debt (other than any Surviving Debt referred to in the proviso in the definition thereof) and any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is not secured granted by such obligor or obligors or any Lien on any Borrowing Base Assetother party in connection with such refinancing, extension, renewal or replacement and (C) shall the aggregate principal amount of such refinancing, extension, renewal or replacement does not exceed that of the Debt being refinanced, extended, renewed or replaced; and (xiv) other Debt of the Parent or any Subsidiary of the Parent not to exceed in the aggregate $30,000,000 at any time outstanding, of which no more than $15,000,000 in the aggregate at any time outstanding 10% shall be Debt of Total Asset Value; and (viii) unsecured Debt the incurrence of which would a Person that is not result in a Default under Section 5.04Loan Party.

Debt. Create, incur, assume or or, from and after the Effective Date, suffer to exist, or permit any of its Subsidiaries to create, incur, assume or or, from and after the Effective Date, suffer to exist, any Debt, except: (i) in the case of the Company, (A) Debt owed to a Credit Party, which Debt if evidenced by a promissory note shall, from and after the Effective Date, constitute Pledged Debt and such promissory note shall, from and after the Effective Date, be pledged as security for the Obligations of the holder thereof under the Loan Documents;Note Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, (ii) in the case of any Loan Party or any Subsidiary of the Company that is a Loan Credit Party, Debt owed to any other Loan Party the Company or any wholly-owned Subsidiary of any Loan to another Credit Party, provided provided, however, that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be if evidenced by a promissory note shall, from and after the Effective Date, constitute Pledged Debt such promissory notes in form shall, from and substance satisfactory to after the Administrative AgentEffective Date, which 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;Note Documents 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; (iv) in the case of each Loan Party (other than the Parent Guarantor) Company and its Subsidiaries, (A) Debt under the Note Documents (B) Debt secured by Liens permitted by Section 5.02(a)(iv7.2(a)(iv) not to exceed in the aggregate (together with any Capitalized Leases permitted under clause (C) below) $10,000,000 at any time outstanding,outstanding excluding, for purposes of such limitation, Debt secured by Liens described in Section 7.2(a)(iii); (B) (1C) Capitalized Leases not to exceed in the aggregate (together with any Debt permitted under clause (B) above) $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 partyexcluding, any Contingent Obligation for purposes 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 secured by Liens described in Section 5.047.2(a)(iii); (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. 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; (b) Debt secured by Liens permitted by Section 11.2(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (i) unsecured Debt owing by any Borrower to any other Loan Party, (ii) in the case of unsecured Debt owing by any Loan Party or any (other than a Borrower) which is a Wholly-Owned Subsidiary of a Loan Party, Debt owed to any other Loan Party (other than a Borrower), (iii) unsecured Debt owing by any Loan Party (other than a Borrower or a Wholly-Owned Subsidiary) to any whollyother Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties, and (iv) unsecured Debt owing by any Loan Party to a First-owned Tier Foreign Subsidiary of any Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties; provided that, that in each caseof the cases of (i), (ii) and (iii) above, any such Debt (y) shall be on terms acceptable evidenced by a demand note in the form of Exhibit H attached hereto and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations; provided, further that in each of the cases of clause (i), (ii) and (ziii) any 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 the Loan Parties under hereunder in a manner reasonably satisfactory to the Loan DocumentsAdministrative Agent (it being agreed that the subordination provisions set forth in the demand note referred to above shall be deemed to be reasonably satisfactory to the Administrative Agent); (iiid) unsecured Subordinated Debt (other than Debt described in clause (c) above) in an amount at any time outstanding not to exceed $7,500,000; (e) unsecured Hedging Obligations for bona fide hedging purposes and not for speculation; (f) Debt existing on the Surviving Debt date hereof described on Schedule 4.01(n) hereto 9.26 and any Refinancing Debt extendingextension, refunding renewal or refinancing such Surviving Debtthereof so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if secured, any additional collateral is granted as security therefor; (ivg) in the case Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,initial Loans hereunder); (Ah) Debt secured by Liens unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted by under Section 5.02(a)(iv11.4; (i) not up to exceed in the aggregate $10,000,000 2,500,000 at any time outstanding,outstanding of Acquired Debt assumed in Permitted Acquisitions which, if secured, the Liens thereunder would be of a type permitted pursuant to Section 11.2(d); (Bj) (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) unsecured Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates bid, performance or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practicessurety, 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 appeal or similar transactions bonds issued for the account of and completion guarantees provided by the Loan Parties in the ordinary course of business; (viik) recourse secured DebtDebt arising from the honoring by a bank or other financial institution of a check, provided draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, 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% extinguished within five Business Days of Total Asset Valueincurrence; and (viiil) unsecured Debt arising in connection with endorsement of instruments for deposit in the incurrence ordinary course of which would not result in a Default under Section 5.04business.

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, 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 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, andpractice in an aggregate notional amount not to exceed $125,000,000 for interest rate Hedge Agreements at any time outstanding, (Diii) Non-Recourse Debt Capitalized Leases assumed pursuant to an Investment permitted pursuant to Section 5.02(e)(ii)(B), so long as such Capitalized Leases are not entered into in contemplation of such Investment, (includingiv) Capitalized Leases, without limitation, so long as the JV Pro Rata Share aggregate principal amount of Non-Recourse Debt such Capitalized Leases outstanding at any time plus the aggregate principal amount of Liens permitted pursuant to Section 5.02(a)(v) outstanding at any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would time shall not result in a Default under any of the covenants contained in Section 5.04;exceed $10,000,000, (v) Debt assumed or incurred in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements;connection with Capital Expenditures secured by Liens permitted by Section 5.02(a)(v), (vi) endorsements unsecured Debt in an aggregate amount not to exceed $3,000,000, (vii) Surviving Debt, (viii) Debt under the Senior Subordinated Notes and, with respect to Loan Parties which are Subsidiaries of the Borrower, Subordinated Guaranties, (ix) Debt consisting of take-or-pay contracts assumed by the Borrower in connection with the acquisition of SpectraCair in an aggregate amount not to exceed $7,500,000, (x) Debt in respect of indemnities given by the Borrower in connection with Investments permitted pursuant to Section 5.02(e)(ii)(B) and divestitures permitted pursuant to Section 5.02(f), so long as such indemnities are customary for comparable transactions and consistent with prior practice of the Borrower, (xi) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (viixii) recourse secured Debtany Guaranty of Obligations under the Loan Documents, (xiii) Debt to the Borrower or to its wholly owned U.S. Subsidiaries, subject in each case to the extent permitted by Section 5.02(e)(ii)(A) and (B); provided that such Debt shall (Ax) 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, constitute Pledged Debt and (Cy) shall not exceed be evidenced by promissory notes in form and substance satisfactory to the aggregate at any time outstanding 10% of Total Asset Value; Administrative Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents to the holder thereof, and (viiixiv) unsecured subordinated Debt incurred solely in connection with an Investment made pursuant to Section 5.02(e)(ii)(B), provided that (1) such Debt shall mature not earlier than two years following the Termination Date and shall not bear cash interest until such date, (2) such Debt shall contain subordination terms acceptable to the Required Lenders, (3) after giving effect to the incurrence of which would not result such Debt, the Borrower shall be in a Default under compliance with the financial ratios referred to in Section 5.045.02(e)(ii)(B) and (4) such Debt shall otherwise be on terms acceptable to the 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) Debt under the Loan Documents; (ii) in the case of any Loan Party or any the Borrower, Debt owed to a wholly owned Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Partyconstitute pledged debt, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent Lenders and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which Lenders 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 Lenders pursuant to the terms of the Security Agreement; (ii) 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 (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Lenders and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Lenders 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 Lenders 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; (iv) in the case of each Loan Party (other than the Parent Guarantor) Borrower 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 outstandingPermitted Indebtedness, (B) (1) Capitalized Leases not to exceed in Debt contemplated by the aggregate $10,000,000 at any time outstanding, Local Agreements and (2) in the case State Agreement and the negotiations and agreements with the City 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 LeaseWest Palm Beach, (C) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof in respect accordance with the terms of Hedge Agreements designed to hedge against fluctuations Section (e)5.02(e) which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in interest rates or foreign exchange rates incurred in contemplation of such Person becoming a Subsidiary of the ordinary course of business and consistent with prudent business practicesBorrower), 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 DD, the Parent Guarantor and the Borrower, types of Debt consisting of Customary Carve-Out Agreements; described in clauses (via) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; - (viid) 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 (Cj) shall not exceed of the definition of Permitted Indebtedness 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 5.041.01 above.

Debt. (i) Create, incur, assume assume, or suffer to existexist any Debt other than: (A) Debt hereunder and under the other Loan Documents; (B) Debt issued pursuant to the Indentures; (C) other Debt of the Borrower that is pari passu with, or permit subordinate to, the Debt hereunder or secured by a Lien permitted under Section 5.2(a); and (D) Debt evidenced by the Bonds; provided, however, that, both immediately before and after the incurrence of any Debt described in clause (B), (C) or (D) of this paragraph (i), the Borrower shall be in compliance with the covenant set forth in Section 5.2(h). (ii) Permit any of its Subsidiaries to create, incur, assume assume, or suffer to exist, exist any Debt, exceptDebt other than: (iA) Debt under of any Person acquired by the Loan DocumentsBorrower or any such Subsidiary (whether by merger, stock or asset purchase, or otherwise) that was in effect and outstanding at the time of acquisition; (iiB) in Debt owing by any such Subsidiary to the case of any Loan Party Borrower 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 DocumentsSubsidiary; (iiiC) Debt of such Subsidiaries under working capital lines and with respect to Capitalized Lease Obligations not to exceed $5,000,000 in the Surviving aggregate at any one time outstanding (such dollar limitation to apply to the Debt described on Schedule 4.01(n) hereto of any Persons acquired by and merged into any Refinancing Debt extending, refunding or refinancing such Surviving DebtSubsidiary to the extent of any surviving working capital lines and Capitalized Lease Obligations of any such Person that shall survive such acquisition and merger); (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (AD) 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 5.045.2(a); (vE) Debt incurred in connection with the case sales 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 assets permitted 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 ValueSection 5.2(f)(viii); and (viiiF) unsecured other Debt set forth in Schedule III hereto; provided, however, that, both immediately before and after the incurrence of which would not result any Debt described in a Default under clause (A), (B), (C), (D) or (E) of this paragraph (ii), the Borrower shall be in compliance with the covenant set forth in Section 5.045.2(h).

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, Recourse Debt under that ranks pari passu with the Loan DocumentsFacility, provided that the proceeds of such Recourse Debt shall be applied in accordance with Section 2.05(b)(ii); (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 under the Loan Documents and the Revolving 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), (BC) (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 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, (CD) the Surviving Debt described on Schedule 4.01(o) hereto and any Debt extending, refunding or refinancing such Surviving Debt, (E) 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 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 $5,000,000 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 Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of the covenants contained in Section 5.04this Agreement; (viv) in the case of the Parent Guarantor and or the Borrower, Debt consisting of under the Loan Documents and Customary Carve-Out Agreements;; 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. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any DebtDebt and Off Balance Sheet Obligations, except: (i) in the case of the Parent, the Borrower and any of their respective Subsidiaries, (A) Debt under the Loan Documents; (B) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt (“Refinancing Debt”), provided that the principal amount of such Refinancing Debt shall not exceed the sum of (i) the principal amount of the Surviving Debt outstanding immediately prior to such extension, refunding or refinancing, (ii) the aggregate amount of any prepayment fees or premiums, consent fees and/or other costs and expenses directly related to the extension, refunding or refinancing of such Surviving Debt and (iii) the reasonable fees, expenses and costs directly related to issuing the Refinancing Debt, and the direct and contingent obligors therefore shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided further that 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 such 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 Surviving Debt being extended, refunded or refinanced; (C) Debt of Parent or the Borrower as an account party in respect of letters of credit (which do not constitute Letters of Credit hereunder) in an aggregate stated amount at any time outstanding not in excess of $10,000,000; (D) Debt of (i) any Loan Party or any Subsidiary of a Loan Party, Debt that is owed to any other Loan Party, (ii) any Subsidiary of the Parent that is not a Loan Party or owed to any wholly-owned Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan PartyParty owed to any Subsidiary of the Parent that is not a Loan Party which, provided that, in each case, to the extent that the aggregate amount for all such Debt (y) exceeds $10,000,000, shall be on include subordination terms acceptable to the Administrative Agent and (ziv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the extent constituting an Investment permitted by Section 5.02(f); (E) Debt of any Person that becomes a Subsidiary of the Borrower or the Parent 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 Subsidiary of the Borrower or the Parent (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower or the Parent); (F) Securitization Transactions; (G) Debt under the Grupo TFM Notes; (H) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the ratio of Senior Secured Debt to EBITDA is less than 2.75:1.00 and (ii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04 and provided further that, if such Debt is unsecured, (a) in no event shall the terms of such Debt require any scheduled payment of principal in cash of such Debt prior to the Termination Date, (b) a Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Obligations); (I) Debt incurred to finance newly-acquired equipment in contemplation of a Sale and Leaseback Transaction within 120 days following the incurrence thereof pursuant to Section 5.02(h)(iii), to the extent the conditions set forth therein are satisfied; (J) Debt consisting of guaranties described in 5.02(b)(i)(H). (ii) [Intentionally Omitted] (iii) Neither Parent nor the Borrower will, nor will they permit any Subsidiary to, issue any preferred stock or other Preferred Interests other than Preferred Interests of Parent that are not by their terms or by the terms of any agreement or instrument subject to any redemption, repurchase or similar requirement for the payment of cash, whether absolute, at the option of any holder thereof or upon the occurrence of any event or contingency (other than an event which results in an Event of Default hereunder) which could occur prior to the final maturity of all the Advances; (iv) Parent will not permit Caymex or any other domestic wholly owned subsidiary of the Parent that directly or indirectly owns the Equity Interests of Grupo TFM to create, incur or assume any Debt other than Debt the proceeds of which are used to finance or refinance its foreign operations in Mexico and Panama or to make distributions to the Parent; and (v) Debt owed by the Parent, the Borrower, or any Subsidiary of the Parent to Meridian Speedway which Debt shall not exceed an aggregate amount equal to $170,000,000 and be evidenced by promissory notes in form on terms and substance satisfactory conditions reasonably acceptable 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, subordination terms and (B) is not secured by any Lien on any Borrowing Base Asset, and (Ccompliance with Section 5.02(n) 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 5.04hereof.

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 in the aggregate $10,000,000 20,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in ; provided that the aggregate principal amount of any such Debt that is secured may not exceed $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) 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; (vh) 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 case of the Parent Guarantor and the Borrower, Construction Phase; (i) Debt consisting of Customary Carve-Out Agreementsthe 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; (vij) endorsements Debt incurred solely for the purpose of negotiable instruments for deposit financing the acquisition, construction or collection improvement of any fixed or similar transactions capital assets, including Capital Leases and any Debt assumed in connection with the ordinary course acquisition of business; (vii) recourse secured Debt, any such assets; provided that (i) the principal amount of such Debt (A) is does not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset exceed the cost of acquiring, constructing or any direct improving such fixed or indirect Equity Interest thereincapital assets, (Bii) is not secured by any Lien on any Borrowing Base Asset, and the aggregate principal amount of Debt permitted under this clause (Cj) 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 5.04.

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 under in the Loan Documentscase of the Borrower, the Subordinated Debentures and the Convertible Preferred Stock; (ii) in the case of any Loan Party or any of the Subsidiary of a Loan PartyGuarantors, Debt owed to any other Loan Party the Borrower or any wholly-owned to another Subsidiary of any Loan PartyGuarantor, provided that, in each case, that (x) such Debt is subordinated to any Debt of such Subsidiary Guarantor under the Loan Documents on terms and conditions acceptable to the Required Lenders and (y) shall be on terms acceptable such Debt is evidenced by a promissory note and such promissory note is pledged in favor of the Secured Parties pursuant 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;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 any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt of the Borrower and its Subsidiaries (other than D.C. Chartered Health Plan, Inc.) secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 1,000,000 at any time outstanding, (B) (1i) Capitalized Leases (other than any Capitalized Leases included in Surviving Debt) entered into by the Borrower and its Subsidiaries (other than D.C. Chartered Health Plan, Inc.) not to exceed in the aggregate $10,000,000 5,000,000 at any time outstanding, and (2ii) in the case of any Capitalized Lease Leases to which any such Subsidiary of a Loan Party the Borrower is a party, any Contingent Obligation Debt of such Loan Party the Borrower of the type described in clause (j) 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. 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 required pursuant to Section 5.01(p) or other Hedge Agreements designed to hedge against fluctuations in interest rates or currency rates incurred in the ordinary course of business and consistent with prudent business practice, and (B) Debt owed to, or guarantees in favor of, a wholly owned Subsidiary of the Borrower, which Debt, if such Subsidiary is a Loan Party, (x) shall be subordinated to the Obligations and (y) shall, in the case of intercompany advances, be evidenced by promissory notes 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 Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Loan Party or any Subsidiary of the Borrower (A) which is a Loan Party, Debt owed to, or guarantees in favor of, the Borrower or to any other Loan Party or any wholly-a wholly owned Subsidiary of any the Borrower which is a Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to shall, in the Administrative Agent and (z) shall case of intercompany advances, 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 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 Collateral Agent pursuant to the terms of the Security Agreement, and (B) which is not a Loan Party, (1) Debt owed to any Loan Party which is permitted by Section 5.02(f)(x) and (2) Debt used to finance working capital needs of such Subsidiary, provided that such Debt is not supported by a guarantee or collateral provided by a Loan Party and the aggregate amount of Debt permitted under this clause (B)(2) does not exceed $10,000,000; and (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extendingGuaranties and, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Default has occurred and is continuing, 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) (1C) Capitalized Leases not to exceed in the aggregate $10,000,000 20,000,000 at any time outstanding, (D) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate, is existing at the time such Person becomes a Subsidiary of the Borrower and is not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower, (E) Debt under or in respect of the Second Lien Term Loan Facility, (F) Surviving Debt existing on the date hereof and set forth in Schedule 4.01(t) hereto and extensions, renewals and replacements of any such Debt, provided that such extending, renewal or replacement Debt (1) shall not add guarantors, obligors or security from that which applied to the Debt being extended, renewed or replaced, (2) shall not be in principal amount that exceeds the principal amount of the Debt being extended, renewed or replaced (plus accrued interest and premium thereon), (3) shall not have an earlier maturity date or a decreased Weighted Average Life to Maturity than the Debt being extended, renewed or replaced, (4) shall be subordinated to the Obligations on the same terms (or, from the perspective of the Lenders, better terms), if any, as the Debt being extended, renewed or replaced and (5) shall not have terms relating to collateral (if any) or other material terms (taken as a whole) that are materially less favorable to the Loan Parties than the terms of the Debt being extended, renewed or replaced, (G) Debt owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the case ordinary course of any Capitalized Lease to which business, (1) Debt of the Borrower or 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 Borrower in respect of Hedge Agreements designed to hedge against fluctuations performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations, in interest rates or foreign exchange rates incurred each case provided in the ordinary course of business and consistent with prudent business practices(2) any refinancings, andrenewals and replacements of any such Debt pursuant to the preceding clause (1) that do not increase the outstanding principal amount thereof (plus accrued interest and premium in respect thereof), (DI) Non-Recourse Debt (includingarising from the honoring by a bank or other financial institution of a check, 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 draft or similar transactions instrument drawn against insufficient funds in the ordinary course of business; (vii) recourse secured Debt, provided that such Debt is extinguished within two Business Days of its incurrence, (AJ) is not recourse to Debt arising from agreements of the Borrower or a Subsidiary of the Borrower providing for indemnification in connection with the disposition of any business, any assets or any Subsidiary Guarantor that owns of the Borrower, other than Guarantees of Debt incurred by any Borrowing Base Asset Person acquiring all or any direct portion of such business, assets or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in Subsidiary for the aggregate at any time outstanding 10% purpose of Total Asset Valuefinancing such acquisition; and (viiiK) unsecured So long as no Default has occurred and is continuing, other Debt of the incurrence of which would Borrower in an aggregate principal amount not result in a Default under Section 5.04to exceed $5,000,000 at any one time outstanding.

Debt. CreateThe Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer permit to exist, exist any Debt, except: (ia) Debt under to the Lenders pursuant to the 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 of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto 9.9 to the Disclosure Letter and any Refinancing extensions, renewals or refinancings of such existing Debt extendingso long as (i) the principal amount of such Debt after such renewal, refunding extension or refinancing shall not exceed the principal amount of such Surviving Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (ivc) Debt of a Subsidiary owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the case ordinary course of each Loan Party (business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other than similar obligations including those of the Parent Guarantor) and its Subsidiaries,type described in Section 11.2(f); (Ae) Debt secured by Liens permitted by Section 5.02(a)(iv11.2(g); (f) Debt of the type described in clause (j) of the definition of Debt; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to exceed in the aggregate $10,000,000 such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at any time outstanding, least A- by Standard and Poor’s Rating Service or A1 by ▇▇▇▇▇’▇ Investors Service, Inc., and (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 unsecured Debt arising under such Capitalized Lease, (C) Debt in respect of Bond 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 5.04Transactions; (vj) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; (viil) recourse secured Guarantees of Debt to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, provided that the Borrower shall be in pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest thereinsecured, (B) is not secured such Liens are permitted by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueSection 11.2(n); and (viiin) unsecured in addition to the Debt described in the incurrence foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which would does not result exceed 12.5% of the Borrower’s Tangible Net Worth in a Default under aggregate principal amount at any time outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 5.0411.2(n).

Debt. CreateNo Credit Party shall 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: (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 Guarantorfollowing (collectively "Permitted Debt"): (a) and its Subsidiariesthe Obligations, (Ab) Debt secured by Liens permitted by Section 5.02(a)(iv) not trade payables and contractual obligations 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, suppliers 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 customers arising in the ordinary course of business; (viic) recourse Subordinated Debt; (d) Debt existing on the Agreement Date and described on Schedule 7.21, and any related Refinancing Debt; (e) purchase money secured DebtDebt incurred to purchase Equipment, provided that the aggregate amount of such Debt outstanding does not exceed $125,000 at any one time outstanding; (Af) is not recourse Debt of such Credit Party with respect to surety, appeal, indemnity, performance, or other similar bonds in the ordinary course of business; (g) Debt owing to any Subsidiary Guarantor that owns any Borrowing Base Asset Person providing property, casualty, liability or any direct other insurance to Credit Parties, so long as the amount of such Debt does not exceed 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; (h) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or indirect Equity Interest therein, "P-cards"); (Bi) is not secured Debt constituting Permitted Investments; LOAN AND SECURITY AGREEMENT - Page 63 DAL 79531933v13 (j) Debt arising from endorsement of instruments or other payment items for deposit; (k) unsecured guarantees by one Credit Party of Debt of another Credit Party otherwise permitted under this Section 9.5; (l) the incurrence by any Lien on any Borrowing Base AssetCredit Party or its Subsidiaries of Debt under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, and (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset Valuecommodity, or foreign currency risks associated with Credit Parties' operations; and (viiim) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case incurred in the incurrence ordinary course of which would not result in a Default under Section 5.04business.

Debt. Create, incur, assume Become or suffer to existremain obligated for any indebtedness for borrowed money, or permit for any indebtedness incurred in connection with the acquisition of its Subsidiaries to createany property, incurreal or personal, assume tangible or suffer to existintangible, or for any other Debt, exceptexcept for: (ia) Debt under the Loan DocumentsIndebtedness to Banks hereunder; (iib) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company's or any Subsidiary's businesses; (c) purchase money debt for fixed assets (including capitalized leases or other non-cancelable leases having a term of 118 129 twelve months or longer) not to exceed an aggregate amount, for the Company and its Subsidiaries incurred while in compliance with this Agreement and the other Loan Documents, of Three Million Dollars ($3,000,000) (or the Alternative Currency equivalent thereof) at any one time outstanding; (d) the Senior Debt, Future Debt, Permitted CAC UK Debt, the Subordinated Debt, unsecured overdraft lines of credit or similar credit arrangements maintained by the Permitted Borrowers in the ordinary course of business in the countries of their formation, in an amount not to exceed, in the case of any Loan Party or any Subsidiary of a Loan PartyCAC UK, 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 L.2,000,000 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 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 of the other Permitted Borrowers, $1,500,000, or the equivalent thereof in an Alternative Currency, and such other debt set forth in Schedule 8.5 attached hereto, if any (in addition to any other than matters set forth in this Section 8.5), and any renewals or refinancing of such indebtedness in amounts not exceeding the Parent Guarantorscheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms and its Subsidiaries,otherwise in compliance with this Agreement; and (Ae) debt consisting of interest rate protection agreements (including interest rate caps, collars or swaps) or foreign currency exchange agreements (including foreign currency hedg▇▇ ▇▇▇ swaps) entered into by the Company and/or a Permitted Borrower, to manage existing or anticipated interest rate or foreign exchange rate risk and not for speculative purposes (copies of which shall be provided to the Agent promptly upon the execution thereof), and other Debt secured by Liens permitted by Section 5.02(a)(iv) for borrowed money in an amount not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in for the aggregate $10,000,000 Company and its Subsidiaries at any time outstanding, and the sum of Five Million Dollars (2$5,000,000) in (or the case Alternative Currency equivalent thereof), which Debt shall be unsecured except to the extent 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 permitted under Section 5.048.6(d) hereof.

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 Parent, the Borrower and any of their respective Restricted Subsidiaries, (A) Debt under the Loan Documents; (iiB) the Surviving Debt; (C) Debt of the Parent, the Borrower or any Restricted Subsidiary as an account party in respect of letters of credit (which do not constitute Letters of Credit hereunder) in the case an aggregate stated amount at any time outstanding not in excess of $30,000,000; (D) Debt of (i) any Loan Party or any Subsidiary of a Loan Party, Debt that is owed to any other Loan Party, (ii) any Restricted Subsidiary of the Parent that is not a Loan Party or owed to any wholly-owned Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan PartyParty owed to any Subsidiary of the Parent that is not a Loan Party which, provided that, in each case, to the extent that the aggregate amount for all such Debt (y) exceeds $10,000,000, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, which promissory notes shall ) and (unless payable iv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the Borrower) extent constituting an Investment permitted by their terms be subordinated to the Obligations of the Loan Parties under the Loan DocumentsSection 5.02(f); (iiiE) Debt of any Person that becomes a Restricted Subsidiary of the Surviving Borrower or the Parent after the date hereof in accordance with the terms of Section 5.02(f) which Debt described on Schedule 4.01(nis existing at the time such Person becomes a Restricted Subsidiary of the Borrower or the Parent (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower or the Parent); (F) hereto and any Debt in connection with Securitization Transactions up to an aggregate amount not to exceed $75,000,000; (G) Credit Agreement Refinancing Debt extending, refunding or refinancing such Surviving Debt; (ivH) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the Senior Secured Leverage Ratio is less than 3.50:1.00 and (ii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04, and provided further that, if such Debt is unsecured, (a) in no event shall the case terms of each Loan Party such Debt require any scheduled payment of principal in cash of such Debt prior to the Termination Date, (b) a Restricted Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of the Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Parent Guarantor) and its Subsidiaries,Obligations); (AI) Debt secured comprising Capitalized Lease Obligations or the deferred purchase price of newly-acquired equipment and other property or incurred to finance the acquisition of newly-acquired equipment pursuant to purchase money mortgages or otherwise, or in contemplation of a Sale and Leaseback Transaction pursuant to Section 5.02(h)(ii), to the extent the conditions set forth therein are satisfied; provided that such Debt is incurred within 270 days following the acquisition thereof, or if such property or equipment is purchased in installments, within 270 days of the final purchased installment; (J) Debt consisting of guaranties described in Section 5.02(b)(i)(H); (K) Debt incurred by Liens permitted by Section 5.02(a)(iv) the Borrower or a Restricted Subsidiary in a principal amount not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 150,000,000 at any time outstanding, which Debt may be incurred only if (i) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the Debt shall be incurred under the RR Act or such Debt shall be incurred as a bridge to a refinancing for Debt to be incurred under the RR Act, and the proceeds thereof used solely for purposes consistent with the RR Act, (iii) the Debt shall not have a maturity date earlier than the Termination Date in respect of the Revolving Credit Commitment and (2iv) the fair market value (as determined in a commercially reasonable manner by the case Borrower) of any Capitalized Lease the RR Assets used to which any Subsidiary secure Debt under this clause shall not materially exceed the amount of a Loan Party the Debt that is a party, any Contingent Obligation of being secured by such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease,RR Assets; (CL) Debt in respect of Hedge Agreements designed to hedge against fluctuations performance, surety or appeal bonds (in interest rates or foreign exchange rates incurred each case not in respect of borrowed money) provided in the ordinary course of business of the Parent, the Borrower and consistent with prudent business practices, andtheir Restricted Subsidiaries; (DM) Non-Recourse Debt incurred under Hedge Agreements to the extent permitted under Section 5.02(k); (including, without limitation, the JV Pro Rata Share of Non-Recourse N) Refinancing Debt of any Joint Venture) incurred in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default Debt 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 thereinSections 5.02(b)(i)(B), (BE), (F) is not secured by any Lien on any Borrowing Base Asset, and or (C) shall not exceed in the aggregate at any time outstanding 10% of Total Asset ValueK); and (viiiO) unsecured Debt in respect of industrial revenue bonds or other similar governmental or municipal bonds; provided that before and after giving effect to the incurrence of which would not result such Debt, the Loan Parties are otherwise in a Default under compliance with the financial covenants set forth in Section 5.04. (ii) Debt owed by the Parent, the Borrower, or any Restricted Subsidiary of the Parent to Meridian Speedway which Debt shall not exceed an aggregate amount equal to $100,000,000 and be subordinated in right of payment to the Obligations of such Person under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise, on terms reasonably satisfactory to the Administrative Agent).

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) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt in respect of Swap Agreements (A) existing on the case of any Loan Party Closing Date and described in Schedule 7.2(b) hereto or any Subsidiary of a Loan Party, Debt owed (B) entered into from time to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, time after the Closing Date; provided that, in each caseall cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes that are non-speculative in nature (including with respect to the term and purpose thereof); (d) Debt of (A) the Borrower owing to any Restricted Subsidiary, and (B) any of the Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary; provided that (i) any such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) consisting of a loan or advance by a Loan Party shall be evidenced by promissory notes in form an Intercompany Note and substance satisfactory pledged by such Loan Party as Collateral pursuant to the Administrative AgentSecurity Documents, which promissory notes (ii) any such Debt owing by a Loan Party to a Non-Guarantor Subsidiary shall (unless payable be unsecured and subordinated in right of payment to the Borrower) by their terms be subordinated payment in full of the Obligations pursuant to the terms of the Intercompany Note and (iii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) (i) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets of the Borrower or any Restricted Subsidiary so long as such Debt is incurred not more than 180 days after the date of acquisition or completion of construction or improvement, (ii) Debt assumed in connection with the acquisition of any fixed or capital assets of the Borrower or any Restricted Subsidiary (other than any such Debt created in contemplation of such acquisition that does not secure the purchase price or Debt incurred to pay the purchase price), and (iii) any Permitted Refinancing of Debt described in the preceding clauses (i) and (ii); 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 $83,750,000 or 50% of Consolidated EBITDA for the most recently completed Measurement Period; (f) 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 $83,750,000 and 50% of Consolidated EBITDA for the most recently completed Measurement Period; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary 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 Parties under the Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan DocumentsParty is permitted by Section 7.6; (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, (Ah) Debt secured by Liens permitted by Section 5.02(a)(iv) in an aggregate amount not to exceed in the aggregate greater of $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in 83,750,000 and 50% of Consolidated EBITDA for the aggregate $10,000,000 most recently completed Measurement Period 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 5.04Permitted 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 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, or that are merged or consolidated pursuant to Section 7.4(d) or 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, merger or consolidation; (l) Debt of Non-Guarantor Subsidiaries (Aincluding Foreign Subsidiaries) in an aggregate amount not to exceed the greater of $58,600,000 and 35% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period at any time outstanding; (m) Permitted Incremental Equivalent Debt, and any Permitted Refinancing thereof; (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 (or of any Person not previously a Restricted Subsidiary that is not recourse 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), (i), (k) or (o) or Section 7.4(c), and any Subsidiary Guarantor Permitted Refinancing thereof, and Debt of any Person that owns any Borrowing Base Asset is incurred or assumed by the Borrower or any direct of its Restricted Subsidiaries in connection with an acquisition by the Borrower or indirect Equity Interest thereinsuch Restricted Subsidiary or any other Investment pursuant to Section 7.6(e), (Bi), (k) is not secured by any Lien on any Borrowing Base Assetor (o) or Section 7.4(c), and (C) shall not exceed in any Permitted Refinancing thereof; provided that after giving pro forma effect to such permitted acquisition or other similar Investment, the aggregate amount of Debt incurred pursuant to this clause (p) at any time outstanding 10does not exceed the greater of $83,750,000 and 50% of Total Asset Value; andConsolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period; (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) [reserved]; (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 and holdback amounts) or other similar adjustments; (v) Debt incurred by a Restricted Company under letter of credit facilities in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) 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), and (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 from time to time may, in its sole discretion, classify, divide, reclassify or redivide 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 only to such clause or clauses (or any portion thereof); provided that all Debt outstanding under this Agreement and the other Loan Documents 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, 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.