Common use of Debt Clause in Contracts

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume, or permit to exist any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Subsidiary of its Subsidiaries to, incur, create, assume, incur, suffer to exist, or permit to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt to (i) the Banks pursuant to Obligations and (ii) the Loan DocumentsBanking Services Obligations; (b) [Reserved]; (c) intercompany Debt described on Schedule 10.1 hereto, and incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, renewalsrefinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or refinancings thereof any Subsidiary, so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed be in excess of the principal amount of the unpaid cost of, and shall be incurred only to defer the cost of, such Debt which was outstanding and insurance for the interest rate which was in effect immediately prior to underlying term of such renewalinsurance policy, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debtis otherwise on customary terms, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate principal amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2pursuant to this clause (j) shall not exceed $5,000,000; (ek) Guarantees incurred in secured Debt not otherwise permitted under the ordinary course preceding provisions of business with respect this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course penultimate paragraph of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"this Section 6.1); provided that that, (i) the such Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials subject to the Borrower or a Subsidiary limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of Raw Material Suppliers at any time outstanding which is Guaranteed by premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Borrower Debt being renewed or refinanced and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant aggregate, no less favorable to the permissions Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of subsection 10.5(g); any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (hj) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue above. Notwithstanding anything herein to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and contrary, Debt permitted under clause (id) and (k) is further limited to (y) Debt created, assumed, incurred, or in addition any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to that specifically described the foregoing sentence); and (z) Debt created, assumed, incurred, or in clauses any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (a) through (h) including extensions, refinancings, refundings, replacements and renewals of this Section 10.1 which in thereof subject to the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingforegoing sentence).

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) 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 10.1 hereto, 4.01(n) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing; (civ) Intercompany Debt owed by one or more of in the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations case of each obligor of such Debt shall be subordinated in right of payment to Loan Party (other than the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwiseParent Guarantor) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);its Subsidiaries, (dA) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1secured by Liens permitted by Section 5.02(a)(iv) not to exceed Two Million Dollars in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $2,000,00010,000,000 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 secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course 10% 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessTotal Asset Value; and (iviii) unsecured Debt the incurrence of which would not result in addition to that specifically described in clauses (a) through (h) of this a Default under Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding5.04.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (ai) Prepetition Debt outstanding on the Petition Date and set forth in Schedule 4.01(r) (including, without limitation, the Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt; (ii) Debt to the Banks pursuant to under the Loan Documents; (biii) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount in respect of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with respect the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (iv) (A) Debt owed by any Loan Party to surety any other Loan Party, (B) Debt owed to any non-Debtor Subsidiary by any Loan Party and appeal bonds, performance and return(C) Debt owed by any non-of-money bondsDebtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Investment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, (x) to the extent that the Administrative Agent requires that an intercompany loan is evidenced by a promissory note, such promissory note shall be in form and substance satisfactory to the Administrative Agent, (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall be subject to subordination provisions in form and substance satisfactory to the Administrative Agent to be contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and the other similar obligations Loan Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under the Collateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (v) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases arising after the Closing Date not exceeding to exceed an aggregate principal amount equal to $2,500,000 at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityoutstanding; (fvi) Debt arising in connection with non-compete, consulting endorsement of negotiable instruments for deposit or other collection or similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred transactions in the ordinary course of business, ; (vii) Debt consisting of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized guaranty Obligations in the Borrower's or a Subsidiary's ordinary course of business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary obligations of suppliers, customers, franchisees and (ii) the aggregate amount licensees of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)its Subsidiaries; (hviii) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or otherwise obtained similar facilities entered into in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.;

Debt. The Borrower None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will not, and will not permit any Subsidiary to, incur, create, assume, assume or permit to exist any Debt, except: (a) Debt to the Banks pursuant to Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Loan DocumentsNotes or other Indebtedness; (b) Debt described on of the Borrower disclosed in Schedule 10.1 hereto9.01, and any extensions, renewals, renewals or refinancings thereof so long as extensions (ibut not increases) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingthereof; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and accounts payable (whether at stated maturity, by acceleration for the deferred purchase price of Property or otherwiseservices) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any from time which is owed by the Insignificant Subsidiaries shall not at any to time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under leases permitted under Section 9.08; (e) Debt associated with respect bonds or surety obligations pursuant to surety Governmental Requirements in connection with the operation of any Obligor’s Oil and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityGas Properties; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after of the Closing Date, but only if the aggregate annual payments to be made Obligors under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionHedging Agreements permitted under Section 9.02; (g) Guarantees, incurred Debt to AAI not to exceed $15,000,000 in the ordinary course of businessaggregate; provided, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable that, all such Person to provide raw materials debt shall be unsecured and subordinated to the Borrower or a Subsidiary Obligations on terms and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant conditions satisfactory to the permissions of subsection 10.5(g)Administrative Agent; (h) contingent obligations arising under indemnity agreements to title insurers to cause Intercompany Debt; provided, that, (i) any such title insurers to issue Intercompany Debt shall be subordinated to the Agent Obligations upon terms and conditions satisfactory to the title insurance policies required hereby or otherwise obtained Administrative Agent, and (ii) such Intercompany Debt in excess of $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the ordinary course possession of businessthe Administrative Agent; and (i) Debt in addition to that specifically of the Borrower and its Subsidiaries not otherwise described in clauses under subparagraphs (a) through (h) of this Section 10.1 which above not to exceed $5,000,000 in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingaggregate.

Debt. The Borrower will shall not, and will not permit any Subsidiary to, incureither directly or indirectly, create, assume, incur or permit to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) Debt to the Banks pursuant to Obligations under this Agreement and the other Loan Documents; (b) Debt described on Schedule 10.1 heretoobligations of the Borrower for Taxes, and any extensionsassessments, renewals, municipal or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancinggovernmental charges; (c) Intercompany Debt owed by one or more obligations of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturityfor accounts payable, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase than for money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guaranteesborrowed, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business ; (a "Raw Material Supplier"); provided that (id) the Debt of the Raw Material Supplier is incurred Borrower to enable such Person any domestic Wholly-Owned Subsidiary not to provide raw materials 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 shall be evidenced by a Subsidiary note in form and substance reasonably satisfactory to the 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; (iie) 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 the all such Debt of Raw Material Suppliers outstanding at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the sum aggregate; (g) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Five Hundred Thousand and 00/100 Dollars (A$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 not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). (j) any Debt of the Borrower to the Guarantor or US BioEnergy Corporation so long as such Debt is subordinate to this Loan, is unsecured and not in excess of Two Million and 00/100 Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant is subject to the permissions execution and delivery of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue a subordination agreement signed by Guarantor and/or U.S. Bio Energy Corporation in a mutually agreeable form similar to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingagreement attached as Schedule 9.1(j).

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees 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 Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to surety any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and appeal bonds(b) with respect to any Subsidiary of the Borrower that is not a Loan Party, performance Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and return-of-money bondstheir Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, and other similar obligations Debt secured by Liens permitted by Section 5.02(a)(iv) not exceeding to exceed in the aggregate $10,000,000 at any time outstanding One Million Dollars outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause ($1,000,000B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in aggregate liabilitythe event that a Default has occurred and is continuing; (fC) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt arising of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with the terms of Section 5.02(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; (E) 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 event that a Default has occurred and is continuing; (F) 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 non-competesuch extension, consulting refunding or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionrefinancing; (gG) Guarantees, incurred 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, ; (I) Debt in respect of Debt letters of Persons who supply the Borrower or a Subsidiary with raw materials utilized credit in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the an aggregate amount of the Debt of Raw Material Suppliers not to exceed $10,000,000 at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)outstanding; (hJ) contingent Debt in respect of indemnification obligations arising under indemnity agreements in connection with bonds and letters of credit related to title insurers to cause such title insurers to issue 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 Agent extent of assets of such plan are on the title insurance policies required hereby or otherwise obtained in the ordinary course of businessBorrower’s balance sheet; and (iL) Guarantee obligations of the Guarantors in respect of Debt in addition of the Borrower permitted pursuant to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding5.02(b)(i)(C).

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) (y) 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 (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Banks pursuant Administrative Agent and (2) 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; (bii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);Documents, (dB) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1secured by Liens permitted by Section 5.02(a)(iii) not to exceed Two Million Dollars in the aggregate $7,500,000 at any time outstanding, (C) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $2,000,00025,000,000 at any time outstanding, and (2) in the aggregate at case of Capitalized Leases (other than with respect to Real Property) to which any time outstanding secured by purchase money Liens permitted by Section 10.2;Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (eD) Guarantees [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 respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability;prudent business practice, (fF) Unsecured Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of businessbusiness 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 (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of Persons who supply any Joint Venture) in respect of Assets other than Unencumbered Assets, the Borrower incurrence of which would not result in a Default under Section 5.04 or a Subsidiary with raw materials utilized in any other provision of this Agreement; (iii) In the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt case of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower Parent Guarantor or a Subsidiary and (ii) the aggregate amount any of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of its Subsidiaries: (A) Two Million Dollars ($2,000,000) minus 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 of the advances made to Raw Material Suppliers as prepayments on raw material purchases that would not result in a failure by the Borrower and or the Subsidiaries pursuant Parent Guarantor to comply with any of the permissions of subsection 10.5(g)financial covenants applicable to it contained in Section 5.04; (hiv) contingent obligations arising in the case of the Parent Guarantor, Debt under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby Loan Documents; and (v) endorsement of negotiable instruments for deposit or otherwise obtained collection or similar transactions in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to under the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the Senior Notes and the Senior Notes Guarantees and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt and the interest rate charged thereon after such renewal, extension, or refinancing at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing $1,550,000,000 and (ii) such Debt shall not be secured by existing on the Closing Date and described on Schedule 7.2(b) hereto and any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingPermitted Refinancing thereof; (c) Intercompany Debt owed by one or more of the Subsidiaries Borrower in respect of Swap Agreements (A) existing on the 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 such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from term and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000purpose thereof); (d) Debt of (including Capital Lease Obligations A) the Borrower owing to any Subsidiary, and in addition (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 described on Schedule 10.1shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) not if such loan or advance is to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 10.27.6; (e) Guarantees 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 Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (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 which 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 Leverage Ratio shall not exceed the ratio specified in Section 7.16(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; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Debt 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 of Non-Guarantor Subsidiaries in an aggregate amount not to exceed $300,000,000 at any time outstanding and (ii) secured and unsecured Debt of Foreign 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 (q) Debt incurred in the ordinary course of business with respect to surety and appeal performance bonds, performance and return-of-money surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred nature required in the ordinary course of business, business or in connection with the enforcement of Debt rights or claims of Persons who supply the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Subsidiary Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt importation of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandinggoods.

Debt. The Borrower will notNot, and will not suffer or permit any Subsidiary Loan Party to, create, incur, create, assume, assume or permit suffer to exist any Debt, exceptexcept for the following Debt of the Borrower and/or Loan Party Subsidiaries: (a) Debt to Obligations under this Agreement and the Banks pursuant to the other Loan Documents; (b) Debt described on Schedule 10.1 heretoin respect of Capital Leases and purchase money Debt, and in each case incurred for the purpose of financing all or any extensionspart of the cost of acquiring, renewalsrepair, construction or refinancings thereof so long as (i) improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt and the interest rate charged thereon after such renewal, extension, or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing$100,000; (c) Intercompany Debt owed by one or more of the Subsidiaries Borrower to any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or to another Loan Party that is a Wholly-Owned Subsidiary or owed by Borrower to a Subsidiaryof the Borrower; provided that (i) the obligations of each obligor of all such Debt shall be subordinated evidenced by a global intercompany demand note in right of payment form and substance satisfactory to the Agent and pledged and delivered to the 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 Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized Obligations hereunder in a jurisdiction outside of the United States of America manner satisfactory to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Agent; (d) Debt (including Capital Lease Obligations described in Section 7.1 of the Disclosure Letter as of the Closing Date, and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2Permitted Refinancing thereof; (e) Guarantees incurred in the ordinary course of business Contingent Obligations arising with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar customary indemnification obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityfavor of purchasers in connection with dispositions permitted under Section 7.4; (f) Debt arising in connection with non-compete, consulting from the honoring by a bank or other financial institution of a check, draft or similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred instrument drawn against insufficient funds in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that such Debt is extinguished within two (i2) the Debt Business Days of the Raw Material Supplier is incurred to enable such Person to provide raw materials notice to the Borrower or a the relevant Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)its incurrence; (hg) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Debt incurred in connection with the Agent the title financing of insurance policies required hereby or otherwise obtained premiums in the ordinary course of business; and; (h) guaranties 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 addition to respect of earn-out, purchase price adjustment and similar obligations; provided that specifically described in the aggregate principal amount of all such Debt under this clauses (aii) through and (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000iii) at any time outstandingoutstanding shall not exceed $10,000,000.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Banks Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the Loan Documentsterms of the Security Agreement; (bii) 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, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt described on Schedule 10.1 heretounder this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and any extensions, renewals, or refinancings thereof so the Elk Letters of Credit, (B) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the aggregate during the term of this Agreement, (C) 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 under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (D) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt and the interest rate charged thereon after such renewalbeing extended, extension, refunded or refinancing refinanced shall not exceed be increased above the principal amount of such Debt which was thereof outstanding and the interest rate which was in effect immediately prior to such renewal, extension, refunding or refinancing and (ii) such Debt the direct and contingent obligors therefor shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, changed as a result of or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with nonsuch 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-competeI Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers’ compensation liabilities, consulting taxes, assessments or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Dateobligations, but only if the aggregate annual payments to be made under provided, however, that such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, Debt is incurred in the ordinary course of 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 not in connection with or 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 Persons who supply 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 Borrower or a Subsidiary 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 raw materials utilized in the Borrower's or a Subsidiary's business provisions of Section 5.04 (a "Raw Material Supplier"); provided that (i) such compliance to be determined on the Debt basis of the Raw Material Supplier is incurred to enable such Person to provide raw materials required financial information most recently delivered to the Borrower or a Subsidiary Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, of any Debt permitted pursuant to clauses (B), (C) and (iiE) above) greater than the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; Amortization Basket, and (iK) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at At any time outstandingprior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates, and not for speculative purposes, incurred in the ordinary course of business and consistent with prudent business practice, (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 surety and appeal bondsexceed $175,000,000 or, performance and return-of-money bondsif the Senior Subordinated Notes are not issued, and other similar obligations Debt in respect of the Bridge Loans in an aggregate principal amount not exceeding at any time outstanding One Million Dollars to exceed $85,000,000, and (D) Debt in respect of the Senior Notes, in an aggregate principal amount not to exceed $1,000,000100,000,000. (ii) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course case of business, any Subsidiary of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the , Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall be on terms reasonably acceptable to the Administrative Agent and (iiy) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed shall be evidenced by the Borrower promissory notes in form and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant substance reasonably satisfactory to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessAdministrative Agent; and (iiii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents (which, in addition the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)), (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to that specifically described in clauses (a) through (h) of this Section 10.1 which exceed in the aggregate does not exceed One Million Dollars ($1,000,000) 30,000,000 at any time outstanding., (C) Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of 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 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. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Restricted Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with respect prudent business practice with the aggregate Agreement Value thereof not to surety 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 appeal bonds(z) if evidenced by promissory notes, performance such promissory notes shall be in form and return-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 Documents 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 Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Restricted 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 Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of-money bonds, 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 (if any) and subordination (if any), and other similar obligations 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 exceeding 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 any the time outstanding One Million Dollars such Person becomes a Restricted Subsidiary of the Borrower ($1,000,000other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in aggregate liability; respect of obligations of the Loan Parties permitted hereunder, (f2) Debt described on Schedule 5.02(b)(iii)(F), (3) arising in connection with non-competeindemnity programs for employees and or agents, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Dateprovided, but only if the aggregate annual payments to be made under that such agreements Contingent Obligations do not exceed Five Hundred Thousand Dollars in the aggregate at any time $5,000,000, and ($500,0004) 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, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), (3) and only if such agreements are approved in writing by (4) above plus the Agent, which approval may be given or withheld in the Agent's sole discretion;aggregate amount of loans and advances made pursuant to subsections (ii) and (xi) of Section 5.02(f) shall not exceed $6,000,000, (gG) Guarantees, incurred 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 of Persons who supply incurred hereunder on terms and conditions reasonably satisfactory to the Borrower or a Subsidiary with raw materials utilized in Administrative Agent (except to the Borrower's or a Subsidiary's business (a "Raw Material Supplier"extent otherwise permitted by Section 8.06); provided provided, however, that notwithstanding the provisions of subsections (iiii)(A) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and through (iiiii)(H) above, (x) the aggregate amount of the all Debt of Raw Material Suppliers described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is secured by Liens shall not exceed $2,000,000 at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (By) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) all Debt in addition to that specifically described in clauses subsections (aiii)(B), (iii)(C), (iii)(D)(y), (iii)(E) through and (hiii)(H) of this Section 10.1 which in the aggregate does above shall not exceed One Million Dollars ($1,000,000) 6,000,000 at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) Debt existing on the Closing Date and described on Schedule 10.1 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of 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 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) the Borrower owing to any other Loan Party, and (B) any extensionsof the Subsidiaries owing to the Borrower or any 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, renewals, or refinancings thereof so long as (i) when aggregated with the principal amount of such all Debt and incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the interest rate charged thereon after such renewaldate of this Agreement which, extension, or refinancing shall not exceed when aggregated with the principal amount of such all Debt which was outstanding and the interest rate which was in effect immediately prior to such renewalincurred under clause (v) of this Section 5.02(b), extension, or refinancing and (ii) such Debt shall do not be secured by exceed $50,000,000 at any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingtime outstanding; (cvii) Intercompany Debt owed by one Contingent Obligations of (A) the Borrower guaranteeing all or more any portion of the outstanding Obligations of any of the Subsidiaries to and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or to a another Subsidiary or owed by Borrower to a Subsidiarythereof; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations primary Obligation is otherwise permitted under the terms of the Loan Documents from and after such time as any portion of such obligations shall become due and payable Documents; (whether at stated maturity, by acceleration or otherwiseviii) and shall have such other terms and provisions as the Agent may reasonably require; (iiUnsecured Debt not otherwise permitted under this Section 5.02(b) the in an aggregate amount of such Debt outstanding not to exceed $50,000,000 at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)outstanding; (dix) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course Endorsement of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other negotiable instruments for deposit or collection or similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred transactions in the ordinary course of business, ; (x) Debt comprised of Debt of Persons who supply indemnities given by the Borrower or a 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 with raw materials utilized in respect of such property and assets prior to the Borrower's date of consummation of the sale, lease, transfer or a Subsidiary's business other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (a "Raw Material Supplier"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 (i) the Debt such liabilities or other Obligations were not created or incurred in contemplation of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower related sale, lease, transfer or a Subsidiary and other disposition; (iixii) 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 Raw Material Suppliers 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 outstanding which is Guaranteed by time; provided further, that the Borrower and Net Cash Proceeds thereof are applied to prepay the Subsidiaries shall not exceed Advances to the sum 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) Two Million Dollars ($2,000,000) minus the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be 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 (D) 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 the advances all Investments made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (hunder Section 5.02(f)(ix) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does hereof, shall not exceed One Million Dollars ($1,000,000) 20,000,000 at any time outstandingtime.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, createissue, assume, assume or permit suffer to exist any Debt, exceptother than: (ai) Debt to under the Banks pursuant to the Loan Credit Documents; (bii) Debt described on Schedule 10.1 heretoof any Loan Party or any Restricted Subsidiary of the Borrower owing to any other Loan Party or any other Restricted Subsidiary of the Borrower; provided, and that (a) any extensions, renewals, or refinancings thereof so long as Debt of any Loan Party owing to any non-Loan Party shall be (ix) subject to the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing Intercompany Subordination Agreement and (iiy) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed evidenced by one or more of the Subsidiaries notes in form and substance reasonably satisfactory to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment Administrative Agent and pledged as Collateral, to the obligations under extent required pursuant to the Loan Documents from Collateral and after such time as Guarantee Requirements and (b) Debt of any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; Person owing to API incurred in reliance on this clause (ii) the aggregate amount ), when aggregated with Debt of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries API Excluded Subsidiary owing to API incurred in reliance on Section 7.02(f)(iii)(x), shall not at any time exceed One Hundred Thousand Dollars ($100,000); and 10,000,000; (iii) the aggregate amount (x) Debt of such Debt outstanding at any time which is owed by API Excluded Subsidiary owing to any Loan Party or any Restricted Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured the Cumulative Credit (if positive) at such time; provided that, in the case of this clause (x), Debt of any API Excluded Subsidiary owing to 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 the Borrower owing to any API Excluded Subsidiary; provided, that in the case of this clause (y), any Debt of any Loan Party owing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by purchase money Liens permitted by Section 10.2one 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 API Excluded Subsidiary owing to any other API Excluded Subsidiary; (eiv) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and any unused commitments or amounts in respect of any such Debt so listed (collectively, the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, or (at the election of the Borrower) incurred in substitution of, in whole or in part, the Existing Debt; provided that the aggregate principal amount of all Existing Debt and all such Debt incurred in connection with any such extension, replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (including 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, but shall be conditioned upon, the repayment and termination of such Existing Debt and may be incurred by a different obligor than the original Existing Debt if such obligor is not a Loan Party); (v) Guarantees incurred (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 Borrower of Debt of any API Excluded Subsidiary shall not exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Debt 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 with respect to surety (and appeal bonds, performance and return-of-money bonds, and other similar obligations any Guarantees thereof); provided that the aggregate principal amount of all such Debt owing by API Excluded Subsidiaries shall not exceeding exceed in the aggregate at any time outstanding One Million Dollars $30,000,000 and ($1,000,000y) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in aggregate liabilitythe ordinary course of business, so long as such Debt is extinguished within 10 Business Days of incurrence; (fvii) Debt arising in connection with non-compete, consulting representing deferred compensation or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments obligations to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, employees of incurred in the ordinary course of business, ; (viii) Debt in respect of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the Debt ordinary course of business or in connection with the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower enforcement of rights or a claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) the aggregate amount letters of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby credit, bank guarantees, bankers’ acceptances, warehouse receipts or otherwise obtained similar instruments issued or created in the ordinary course of business; and, 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; (iix) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in evidenced by the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.IP Intercompany Note;

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to 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) 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)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $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 10.1 hereto, 4.01(n) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Existing Debt, if any, prior to such renewal, extension, or refinancing;, (cD) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower and designed to hedge against fluctuations in interest rates or to a Subsidiary foreign exchange rates incurred as required by this Agreement or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business and consistent with prudent business practices, (E) 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 surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or any Subsidiary that does not own a Subsidiary and (ii) the aggregate Borrowing Base Asset only, Recourse Debt not secured by any Lien in an amount not to exceed 5% of the Debt of Raw Material Suppliers Total Asset Value at any one time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)outstanding; (hiv) contingent Recourse Debt of the 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 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations arising of the Borrower and/or such Property-Level Subsidiary or Joint Venture under indemnity agreements to title insurers to cause such title insurers to issue 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 under Customary Carve-Out Agreements; (vi) with respect to the Agent Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the title insurance policies required hereby incurrence of which would not result in a Default under Section 5.04 or otherwise obtained 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 (iviii) any other Debt in addition not to that specifically described in clauses (a) through (h) of this Section 10.1 which exceed $5,000,000 in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingoutstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Banks Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the Loan Documentsterms of the Security Agreement; (bii) 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, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative 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 described on Schedule 10.1 heretounder this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Term Loan Facility and any extensions, renewals, or refinancings thereof so 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 during the term of this Agreement, (C) 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 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 extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, 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, (D) 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 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 if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, 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 (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 and the interest rate charged thereon after such renewalbeing extended, extension, refunded or refinancing refinanced shall not exceed be increased above the principal amount of such Debt which was thereof outstanding and the interest rate which was in effect immediately prior to such renewal, extension, refunding or refinancing and (ii) such Debt the direct and contingent obligors therefor shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, changed as a result of or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with nonsuch 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-competeI Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers’ compensation liabilities, consulting taxes, assessments or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Dateobligations, but only if the aggregate annual payments to be made under provided, however, that such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, Debt is incurred in the ordinary course of 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 not in connection with or 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 Persons who supply 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 Borrower or a Subsidiary 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 raw materials utilized in the Borrower's or a Subsidiary's business provisions of Section 5.04 (a "Raw Material Supplier"); provided that (i) such compliance to be determined on the Debt basis of the Raw Material Supplier is incurred to enable such Person to provide raw materials required financial information most recently delivered to the Borrower or a Subsidiary 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 (iiE) above) greater than the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; Amortization Basket, and (iK) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at At any time outstandingprior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. The Borrower will not, and Group will not permit any Subsidiary tocreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt under the Covered Facilities; provided that all New Facilities will be subject to the Banks pursuant to approval procedures specified in Section 2.4 of the Loan Documents;Intercreditor Agreement, (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing;Designated Capital Markets Transactions, (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed secured by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1Liens permitted by Section 2.6(a)(v) not to exceed Two Million Dollars ($2,000,000) in the aggregate $5,000,000 at any time outstanding secured by purchase money Liens permitted by Section 10.2;outstanding, (eiv) Guarantees Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (v) 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 practice, (vi) Debt owing by any U.S. Credit Party to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party by) any other U.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 Obligations of the holder thereof under the Loan Documents to surety which such holder is a party and appeal bondsdelivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vii) 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, performance and return-of-money bonds, and other similar obligations not exceeding to exceed in the aggregate $10,000,000 at any time outstanding One Million Dollars under this clause ($1,000,000vii), 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 aggregate liabilitycertificated 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; (fviii) Debt arising owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in connection respect of the obligations of any U.S. Credit Party or any Foreign Subsidiary by) any Excluded Foreign Subsidiary; (ix) Debt 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 (A) no such Debt can be incurred after the occurrence and during the continuance of a Default, (B) such Debt is otherwise in compliance with non-competeSchedule III hereto, consulting (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 other similar agreements 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 are classified 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 liabilities on its balance sheet 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 Fiscal Year; (xii) Debt of any Person that becomes a Subsidiary of Group after the date hereof in accordance with GAAP entered into after the Closing Date, but only if terms of Section 2.6(e)(x) which Debt is existing at the aggregate annual payments to be made under time such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or Person becomes a Subsidiary with raw materials utilized of Group (other than Debt incurred solely in the Borrower's or contemplation of such Person becoming a Subsidiary's business (a "Raw Material Supplier"Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (iand 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) 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 of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower being extended, refunded or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower refinanced and the Subsidiaries shall interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessthen applicable market interest rate; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will notNot, and will not permit any Subsidiary of the Loan Parties and their Subsidiaries to, create, incur, create, assume, or permit suffer to exist any Debt, exceptexcept the following: (ai) Debt to Obligations under this Agreement and the Banks pursuant to the other Loan Documents; (bii) Debt described on Schedule 10.1 heretoof any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and any extensions, renewals, or replacements, and refinancings thereof thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the principal amount of such Debt and Security Documents as additional collateral security for the interest rate charged thereon after such renewalObligations, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior the obligations under that demand note are subordinated to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from and after that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time as any portion outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of such obligations shall become due and payable commodity swap agreements of the Loan Parties (whether at stated maturity, by acceleration or otherwiseother than Holdings) and shall have such other terms their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and provisions not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the Agent may reasonably require; principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed guaranty by any Subsidiary organized in a jurisdiction outside of the United States Loan Parties (other than Holdings) and their Subsidiaries of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred a lease, sublease, license, or sublicense entered into in the ordinary course of business with by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect to surety and appeal bondsof netting services, performance and return-of-money bondsoverdraft protection, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) like services, in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guaranteeseach case, incurred in the ordinary course of business, ; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt of Persons who supply in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Borrower or a Subsidiary with raw materials utilized Term Loan Cap (as defined in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (iIntercreditor Agreement) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by and any permitted Refinancing (as defined in the Borrower and Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Subsidiaries Term Loan Cap shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant still be permitted hereunder to the permissions of subsection 10.5(g)extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (hxii) contingent obligations arising under indemnity agreements Debt owed to title insurers any person or entity providing property, casualty or liability insurance to cause such title insurers to issue any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the Agent extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the title insurance policies required hereby ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or otherwise purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of businessbusiness of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstanding; and (ixxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the an aggregate does amount not exceed One Million Dollars (at any time exceeding $1,000,000) 750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) in the case of BRW, (A) Debt in respect of Hedge Agreements maintained under Section 5.01(o) and other Hedge Agreements not in violation of Section 5.02(n); provided that no Hedge Agreement with any Person other than a Lender Party (or Affiliate of a Lender Party) may be a Secured Hedge Agreement, (B) New Notes issued for cash (without duplication of clause (E) below); provided that (x) 100% of the first $150 million (after giving effect to the Banks issuance of the Junior Notes) of Net Cash Proceeds from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated ratably to the Revolving Credit Advances (as set forth in Section 2.06(b)(v)), the Term A Advances, the Term B Advances and the Term C Advances and to the remaining installments of the Term A Advances, Term B Advances and Term C Advances, respectively, pro rata and (y) 100% of the Net Cash Proceeds in excess of $150 million (after giving effect to the issuance of the Junior Notes) from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated first ratably to the Term A Advances, the Term B Advances and the Term C Advances and applied to the remaining installments thereof pro rata and second to the Revolving Credit Advances as set forth in clause 2.06(b)(v) (it being understood that all expenses or other amounts deducted in determining the calculation of Net Cash Proceeds from the issuance of New Notes at the same time shall be applied equally over the total principal amount of the New Notes being issued at such time); provided that the Administrative Agent shall have received a certificate of a Responsible Officer of BRW certifying that after giving effect to such issuance, BRW and its Subsidiaries are on a pro forma basis in compliance with Section 5.04 during the Facilities Period, (C) Paid in kind interest in respect of the Oak Hill Debt, the Junior Notes, and any other Debt permitted under this Section, (D) Debt owed to a wholly owned Subsidiary of BRW permitted under Section 5.02(f)(xi); provided that such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Agents and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Agents and such promissory notes 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 Administrative Agent pursuant to the terms of the Security Agreements; provided further, however, that BRW may not incur such Debt to service Debt under the New Notes or make payments in respect of Other Permitted Equity if a Blocking Event has occurred and is continuing, (E) Debt in respect of the Junior Notes and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, the Junior Notes, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i1) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and the interest rate charged thereon after fees thereon) immediately prior to such renewal, extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Junior Notes being so extended, refunded, refinanced or renewed, (4) such extended, refunded, renewed or refinanced Debt shall be subordinated to the Obligations under the Facilities to at least the same extent as the Junior Notes, (5) such Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Junior Notes being so extended, refunded, refinanced or renewed, and (6) such Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, and (F) Debt of BRW incurred in connection with a BCI Exchange including Debt of BRW issued to a third party provided that the proceeds of such Debt are applied to the prepayment or retirement of the BCI Senior Subordinated Notes (and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, such Debt of BRW, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, satisfy the requirements set forth in clause (E) above with each reference therein to Junior Notes being replaced with a reference to the Debt under this clause (F)); provided that such Debt (v) contains only pay in kind interest payment obligations during the Facilities Period, (w) is not convertible or exchangeable for any Equity Interests other than common stock of BRW, (x) the aggregate amount of cash paid in respect of redemptions, repayments or fees in connection with all BCI Exchanges shall not exceed the amounts agreed to in writing by BRW and the Agents and (y) any instrument or agreement evidencing such Debt entered into in connection with any BCI Exchange will not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow (e.g., no less favorable to the Lender Parties), in any material respect than the terms of the Oak Hill Indenture and will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period; (ii) in the case of any Subsidiary of BRW (including BCI and its Subsidiaries), Debt owed to BRW or to a wholly owned Subsidiary of BRW, provided that, in each case, such Debt (A) shall constitute Pledged Debt, (B) shall be on terms acceptable to the Agents, (C) if evidenced by promissory notes, in form and substance satisfactory to the Agents and such promissory notes 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 Administrative Agent pursuant to the terms of the Security Agreements and (D) in the case of BCI or any of its Subsidiaries, the incurrence of such Debt is permitted under Section 5.02(f)(xiii); and (iii) in the case of BRW and its Subsidiaries other than Wireless LLC, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed $75,000,000 in aggregate principal amount at any time outstanding; provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(v)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(B), (C) Capitalized Leases not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business; provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(v)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(C), (D) the Surviving Debt (other than Debt under (iii)(C) above), and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Surviving Debt which was shall not be increased above the principal amount thereof outstanding (plus accrued interest and the interest rate which was in effect fees thereon) immediately prior to such renewal, extension, refunding, renewal or refinancing refinancing, (2) the direct and (ii) such Debt contingent obligors therefor shall not be secured by any assets other than assets securing changed, as a result of or in connection with such Debtextension, if anyrefunding, renewal or refinancing, (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to such renewal, extension, the stated maturity date or refinancing; (c) Intercompany Debt owed by one or more mandatory redemption date of the Subsidiaries to Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Borrower Surviving Debt being so extended, refunded, refinanced or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be renewed is subordinated in right of payment or otherwise to the obligations Obligations of the Borrowers or any of their Subsidiaries under and in respect of the Loan Documents from and after Documents, such time extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Obligations to at least the same extent, (5) such Surviving Debt as any portion of such obligations shall become due and payable (whether at stated maturityso refunded, by acceleration refinanced or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries renewed shall not at contain any time exceed One Hundred Thousand Dollars ($100,000); grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Surviving Debt being so extended, refunded, refinanced or renewed and (iii6) such Surviving Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside end of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);Facilities Period, (dE) unsecured Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business for borrowed money or for the deferred purchase price of property or services, maturing after the Final Maturity Date of the Term C Facility, and aggregating, on a Consolidated basis, not more than $65,000,000 in aggregate principal amount at any one time outstanding, (F) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (G) unsecured short-term Debt in an aggregate principal amount not to exceed $20,000,000, (H) Contingent Obligations of BRW or any of its Subsidiaries that are Subsidiary Guarantors guaranteeing all or any portion of the outstanding Obligations of any of the other Loan Parties other than with respect to surety the Senior Notes or in connection with the BCI Exchange; provided that (i) such Obligations are not otherwise prohibited under the terms of the Loan Documents and appeal bondssuch Contingent Obligations are unsecured or (ii) in the case of such outstanding Contingent Obligations in respect of obligations of BCI or any of its Subsidiaries, performance such Contingent Obligations are permitted under Section 5.02(f)(xiii), (I) Debt consisting of debits and return-of-credits among the Subsidiaries of BRW arising under the BRW Cash Management System, (J) Debt of one or more Foreign Subsidiaries arising in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that all such Debt incurred pursuant to this subclause (K) shall be nonrecourse in all respects to the property and assets of the Loan Parties and their Subsidiaries (other than one or more of the Foreign Subsidiaries), (K) Debt consisting of guaranties of the obligations of BRW under the Junior Notes, (L) Debt constituting Permitted Obligations, and (M) Debt that at the time created, incurred, assumed or otherwise arising constituted a Permitted BCI Transaction so long as at such time no BCI Event of Default specified under Section 7.03(b) shall have occurred with respect to BCI or any of its Subsidiaries (other than a proceeding in connection with a Prepackaged Plan or a sale agreement executed prior to commencement of such proceedings which agreement contemplates a sale of all or substantially all of the assets of BCI and its Subsidiaries pursuant to Section 363 of the Bankruptcy Code); and (iv) in the case of Wireless LLC, (A) Debt relating to the acquisition of the Spectrum Assets not to exceed $60,000,000 in aggregate principal amount at any time outstanding, (B) Capitalized Leases, Debt secured by Liens permitted by Section 5.02 (a)(iv) or unsecured Debt, in the case of such unsecured Debt, maturing after the Final Maturity Date of the Term C Facility, in the ordinary course of business for borrowed money bondsor for the deferred purchase price of property or services, and other similar obligations not exceeding to exceed $50,000,000 in aggregate principal amount at any time outstanding One Million Dollars under this clause ($1,000,000B), provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), (C) or (E), as the case may be, will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under such clause (B), (C) or (E), as applicable, (C) Debt of the type and subject to the restrictions set forth in Sections 5.02(b)(ii) and 5.02(b)(iii)(F) and (I), and (D) Debt (x) existing on May 1, 2002 and (y) refinancings of such Debt, in the case of clause (y), subject to the restrictions set forth in Section 5.02(b)(iii)(D) except that no Surviving Debt to be refinanced pursuant to this clause (D) that is owed to BRW or to a Subsidiary of BRW may be refinanced with Debt owed to a Person other than a Subsidiary of BRW; provided that any Debt outstanding at any time under clause (x) of a type described in any clause of Section 5.02(b)(iii) will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under such clause of Section 5.02(b)(iii), as applicable. (v) in aggregate liability;the case of BCI and its Subsidiaries, (fA) Debt arising under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) existing on the Effective Date not to exceed $75,000,000 in connection with non-competeaggregate principal amount at any time outstanding, consulting or other similar agreements which are classified as liabilities provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(B), (C) Capitalized Leases existing on its balance sheet the Effective Date not to exceed in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments $125,000,000 at any time outstanding, and to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved the extent included in writing by the Agent“Capitalized Leases” for purposes of GAAP, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, IRUs incurred in the ordinary course of businessbusiness provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(iii)(C), will automatically reduce the amount of Debt of Persons who supply such type permitted to be outstanding at such time under Section 5.02(b)(iii)(C), (D) the Borrower Surviving Debt (other than Debt under Section 5.02(b)(v)(C) above), and any Debt extending the maturity of, or a Subsidiary with raw materials utilized refunding, renewal or refinancing, in the Borrower's whole or a Subsidiary's business (a "Raw Material Supplier"); in part, any Surviving Debt, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (i1) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing (other than in connection with a BCI Exchange), (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Raw Material Supplier Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is incurred to enable such Person to provide raw materials subordinated in right of payment or otherwise to the Borrower or a Subsidiary and (ii) the aggregate amount Obligations of the Borrowers or any of their Subsidiaries under and in respect of the Loan Documents, such extended, refunded, renewed or refinanced Surviving Debt of Raw Material Suppliers shall be subordinated to such Obligations to at any time outstanding which is Guaranteed by least the Borrower and the Subsidiaries same extent, (5) such Surviving Debt as so refunded, refinanced or renewed shall not exceed the sum contain any grant of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made collateral or rights to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby collateral or otherwise obtained in the ordinary course of business; and (i) Debt in addition to any covenants or defaults that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.are more restrictive, or subordi

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees 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 respect prudent business practice, and (B) Debt owed to surety 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 on terms reasonably acceptable to the Administrative Agent and appeal bonds(z) if evidenced by promissory notes, performance shall be in form and return-of-money bondssubstance 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 Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the 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 other similar obligations (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes 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; and (iii) the Guaranties and, in the case of the Loan Parties and their 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 exceeding to exceed in the aggregate $10,000,000 at any time outstanding One Million Dollars outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause ($1,000,000B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in aggregate liabilitythe event that a Default has occurred and is continuing; (fC) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt arising 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 and is existing at the time such Person becomes a Subsidiary of the Borrower; (E) 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 event that a Default has occurred and is continuing; (F) 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 non-competesuch extension, consulting refunding or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionrefinancing; (gG) Guarantees, incurred 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, ; (I) Debt in respect of Debt letters of Persons who supply the Borrower or a Subsidiary with raw materials utilized credit in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the an aggregate amount of the Debt of Raw Material Suppliers not to exceed $2,000,000 at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)outstanding; (hJ) contingent Debt in respect of indemnification obligations arising under indemnity agreements in connection with bonds and letters of credit related to title insurers to cause such title insurers to issue to self insurance and insurance programs and policies of the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessLoan Parties and their respective Subsidiaries; and (iK) Debt Obligations in addition respect of the Borrower’s Non-Qualified Deferred Compensation Plan to that specifically described in clauses (a) through (h) the extent of this Section 10.1 which in assets of such plan are on the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingBorrower’s balance sheet.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assume, guarantee or permit suffer to exist any Debt, except:except (other than with respect to Parent in subsections (b), (c) and (e)- (m) below): (a) Debt to Obligations under this Agreement and the Banks pursuant to the other Loan Documents; (b) Debt described on Schedule 10.1 heretosecured by Liens permitted by Section 10.2.2(d) (Liens); provided, and any extensions, renewals, or refinancings thereof so long as (i) that the principal aggregate amount of all such Debt and the interest rate charged thereon after such renewal, extension, or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by $175,000,000 at any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingtime thereafter; (c) Intercompany unsecured Debt owed by one or more of the Subsidiaries any Loan Party (other than Parent) to the Borrower any other Loan Party (other than Parent) or to any other Wholly-Owned Subsidiary other than a Subsidiary or owed by Borrower to a SubsidiaryLoan Party; provided that (i) the obligations of provided, that, in each obligor of case, such Debt shall be subordinated evidenced by a demand note in right of payment form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Security Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) 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 Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America manner and on terms reasonably satisfactory to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Agent; (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1i) not to exceed Two Million Dollars ($2,000,000) solely in the aggregate case of Parent and only for so long as the Subordination Agreement remains in effect, the Sponsor Debt in a principal amount at any time outstanding secured by purchase money Liens permitted by Section 10.2not 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 an amount at any time outstanding not to exceed $10,000,000, in aggregate and, in the case of this clause (ii), any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (e) Guarantees Obligations under Hedging Agreements approved by Agent and incurred in the ordinary course favor of business with respect to surety a Lender or an Affiliate thereof for bona fide hedging purposes and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityfor speculation; (f) Debt arising in connection with non-competeexisting on December 31, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after 2010 (less payments made from such date through and including the Closing Date, but only if the aggregate annual payments Date and excluding Debt to be made under such agreements do not exceed Five Hundred Thousand Dollars Repaid) described on Schedule 10.2.1(f) ($500,000Existing Debt) and only if such agreements any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionsatisfied; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of to be Repaid existing on the Raw Material Supplier Closing Date and set forth on Schedule 10.2.1(g) (Debt to be Repaid) (so long as such Debt is incurred to enable such Person to provide raw materials to repaid on the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gClosing Date); (h) contingent unsecured Contingent Obligations arising with respect to customary indemnification obligations arising in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under indemnity agreements to title insurers to cause such title insurers to issue to Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course Ordinary Course of business; andBusiness); (i) up to $5,000,000 at any time outstanding of secured Acquired Debt in addition of the type permitted pursuant to that specifically described in clauses clause (a) through (hb) of this Section 10.1 which 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as each of the aggregate does not exceed One Million Dollars applicable Refinancing Conditions are satisfied; ($1,000,000j) at any time outstanding.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 otherwise permitted under this Section 10.2.1

Debt. The Borrower will not, and nor will not it permit any Subsidiary its Subsidiaries to, create, incur, create, assume, assume or permit suffer to exist any Debt, Debt except: (a) Debt to the Banks pursuant to the this Agreement or an Incremental Term Loan DocumentsAgreement; (b) Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (c) Debt described on Schedule 10.1 heretoof 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 extensionsSubsidiary in connection with its acquisition (whether by merger, renewalsconsolidation, acquisition of all or refinancings thereof so long as 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 interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt shall not be secured by any assets other than assets securing or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, if anyand of all Debt previously incurred or assumed pursuant to this Section 7.09(c), prior to such renewaland then outstanding, extension, or refinancing; (c) Intercompany Debt owed by one or more shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries to the Borrower or to (and such Person on a Subsidiary or owed by Borrower to a Subsidiary; provided that (ipro forma basis) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)then most recently ended; (d) Debt (including Capital Lease Obligations in the form of taxes, assessments, governmental charges or levies and in addition claims for labor, materials and supplies to the Debt described on Schedule 10.1) extent that payment therefor shall not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2be past due; (e) Guarantees incurred in the ordinary course all obligations of business with respect to surety such Person arising under letters of credit (including standby and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilitycommercial); (f) Debt arising in connection with non-compete, consulting solely resulting from a pledge of the membership interests or other similar agreements which are classified as liabilities on its balance sheet equity interests in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing a Designated Joint Venture owned by the Agent, which approval may be given Borrower or withheld in the Agent's sole discretiona Subsidiary securing indebtedness of such Designated Joint Venture; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the other Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials Borrower so long as, after giving effect to the Borrower or a Subsidiary and (ii) the aggregate amount incurrence of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by such Debt, the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g);is in compliance with Section 7.02; and (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue other Debt of the Subsidiaries of the Borrower so long as, after giving effect to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course incurrence of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in such Debt, the aggregate outstanding principal amount of all Debt outstanding under this clause (j) does not exceed One Million Dollars ($1,000,000) at any time outstanding15% of Consolidated Net Tangible Assets.

Debt. The Borrower will not, and will not permit any Subsidiary other Loan Party to, incur, create, assume, assume or permit suffer to exist any Debt, except: (a) Debt to the Banks pursuant to 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; (b) Debt described on Schedule 10.1 heretoaccounts payable and accrued expenses, and any extensionsliabilities or other obligations to pay the deferred purchase price of Property or services, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior from time 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; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 for which adequate reserves have been maintained in accordance with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityGAAP; (fc) Debt arising under Capital Leases not to exceed $15,000,000 in the aggregate at any one time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if operation of the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) Oil and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionGas Properties; (ge) Guarantees, incurred endorsements of negotiable instruments for collection in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business ; (a "Raw Material Supplier"); provided that (if) the Permitted Second Lien Debt of the Raw Material Supplier is incurred Borrower not to enable such Person to provide raw materials exceed $200,000,000 and guarantees thereof by any Loan Party, in each case, subject to the Borrower or a Subsidiary Intercreditor Agreement; (g) Debt under Permitted Senior Unsecured Notes and (ii) the aggregate amount of the Debt of Raw Material Suppliers at guarantees thereof by any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)Loan Party; (h) contingent obligations arising under indemnity agreements other Debt not to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained exceed $15,000,000 in the ordinary course of businessaggregate at any one time outstanding; and (i) Debt in addition of the Borrower or a Guarantor to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at Borrower or any time outstandingGuarantor.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) 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 10.1 hereto, 4.01(n) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing; (civ) Intercompany Debt owed by one or more of in the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations case of each obligor of such Debt shall be subordinated in right of payment to Loan Party (other than the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwiseParent Guarantor) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);its Subsidiaries, (dA) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1secured by Liens permitted by Section 5.02(a)(iv) not to exceed Two Million Dollars in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $2,000,00010,000,000 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 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 secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course 10% 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessTotal Asset Value; and (iviii) unsecured Debt the incurrence of which would not result in addition to that specifically described in clauses (a) through (h) of this a Default under Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding5.04.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (ai) Debt owed to the Banks pursuant 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; (bv) Capitalized Leases and Debt described on Schedule 10.1 heretoincurred or assumed for the purpose of financing all or a part of the cost of acquiring or constructing any fixed or capital asset, and not to exceed in the aggregate $50,000,000 at any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingtime outstanding; (cvi) Intercompany Debt owed by one or more in the case of the Subsidiaries to Parent Guarantor, Debt in respect of the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) Guaranteed Senior Debt, the obligations Retained Marriott Bonds, the ▇▇▇▇▇, the indenture in respect of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity▇▇▇▇▇, by acceleration or otherwise) and shall have such other terms and provisions as the Agent same may reasonably require; (ii) be amended from time to time, and the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)▇▇▇▇▇ Allocation Agreement; (dvii) Debt (including Capital Lease Obligations and in addition incurred to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred finance capital assets for specific clients in the ordinary course of business in connection with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilitymanagement contracts with such clients; (fviii) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made respect of obligations secured by Liens permitted under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gSection 5.02(a)(viii); (hix) contingent obligations Debt in respect of Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Parent Guarantor and its Subsidiaries arising under indemnity agreements to title insurers to cause such title insurers to issue to from the Agent operations and financing of the title insurance policies required hereby or otherwise obtained in the ordinary course of businessParent Guarantor and its Subsidiaries and not for speculative purposes; and (ix) other Debt in addition to that specifically described in not permitted under clauses (ai) through (hix) of this Section 10.1 which above in the an aggregate does not exceed One Million Dollars ($1,000,000) principal amount outstanding at any time outstandingnot to exceed $15,000,000.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to 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) 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 $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $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 10.1 hereto, 4.01(o) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing;, (cD) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower and designed to hedge against fluctuations in interest rates or to a Subsidiary foreign exchange rates incurred as required by this Agreement or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business and consistent with prudent business practices, (E) 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 surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding exceed 5% of Total Asset Value at any one time outstanding One Million Dollars ($1,000,000) in aggregate liabilityoutstanding; (fiv) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Recourse Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount and/or Property-Level Subsidiaries of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed 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 5.02(a)(vii), in respect of which the sum of (A) Two Million Dollars ($2,000,000) minus (B) Borrower or the aggregate amount Parent Guarantor has guaranteed the obligations of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the Subsidiaries pursuant to the permissions incurrence of subsection 10.5(g)which would not result in a Default under Section 5.04 or any other provision of this Agreement; (hv) contingent obligations arising in the case of the Parent Guarantor and the Borrower, Debt under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or otherwise obtained collection or similar transactions in the ordinary course of business; and (ivii) any other Debt in addition not to that specifically described in clauses (a) through (h) of this Section 10.1 which exceed $5,000,000 in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingoutstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, createIncur, assume, guarantee or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt to incurred or created hereunder and under the Banks pursuant to the other Loan DocumentsDocuments (including Debt created under Section 2.09); (b) Debt described outstanding on (or made pursuant to binding commitments existing on) the Effective Date as set forth on Schedule 10.1 hereto, 6.01(b) and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingPermitted Refinancings thereof; (c) Intercompany (i) Debt owed incurred or assumed by one the Company or more any of the Restricted Subsidiaries for the purpose of financing (except with respect to the Borrower 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 a Subsidiary or owed by Borrower to a Subsidiarythis paragraph (c) shall not exceed $125,000,000; (d) intercompany Debt among the Company and its Subsidiaries; provided that (ix) upon request of the obligations of each obligor of 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 under Obligations pursuant to the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturityAffiliate Subordination Agreement, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iiiz) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower corresponding Investment shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens be permitted by Section 10.2Sections 6.07(c), (r) or (t); (e) Guarantees incurred Debt of Subsidiaries that are not Loan Parties 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 an aggregate principal amount outstanding at any time outstanding One Million Dollars (not to exceed the Dollar equivalent of $1,000,000) in aggregate liability150,000,000; (f) Debt arising 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 assumed in connection with non-competePermitted Acquisitions; provided, consulting 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 Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or other similar agreements 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 are classified financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as liabilities on its balance sheet in accordance applicable, and (B) with GAAP entered into after respect to Section 6.14, as of the Closing Datedate thereof, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars and ($500,000ii) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionany Permitted Refinancing thereof; (gh) Guarantees[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 Debt of Persons who supply the Borrower purchase price (including customary earnouts) or similar adjustments incurred in connection with a Subsidiary with raw materials utilized in the Borrower's Permitted Acquisition or a Subsidiary's business (a "Raw Material Supplier"); provided that any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the Debt honoring by a bank or other financial institution of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower a check, draft or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained 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 ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank 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 Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of 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 each case, issued or created in the ordinary course of business and consistent with 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 of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan 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 addition 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 specifically described 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 clauses (a) through (h) each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this Section 10.1 which 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 the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate does 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 and events of default set forth in the 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 good faith; (vi) 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 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 the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or (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 by the Equity Interests of 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 One Million Dollars the greater of (A) $1,000,000) 2,000,000,000 at any time outstandingoutstanding 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) such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the 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 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 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. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Restricted Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to under the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the 2022 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 and the interest rate charged thereon after such renewal, extension, or refinancing at any one time outstanding pursuant to this Section 7.2(b)(i) shall 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 which was at any one time outstanding pursuant to this Section 7.2(b)(ii) shall not exceed $1,750,000,000, (iii) the 2025 Senior Notes and the interest rate which was 2025 Senior Notes Guarantees and, and, in effect immediately prior each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to such renewalthis Section 7.2(b)(iii) shall not exceed $1,500,000,000, extension, or refinancing and (iiiv) such Debt shall not be secured by existing on the Closing Date and described on Schedule 7.2(b) hereto and any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingPermitted Refinancing thereof; (c) Intercompany Debt owed by one or more of the Subsidiaries Borrower in respect of Swap Agreements (A) existing on the 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 such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes in the ordinary course of business (including, without limitation, with respect to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from term and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000purpose thereof); (d) Debt of (including Capital Lease Obligations A) the Borrower owing to any Restricted Subsidiary, and in addition (B) any of the 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 described on Schedule 10.1shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) not if such loan or advance is to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 10.27.6; (e) Guarantees 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 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 Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (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 $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; (j) Debt 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 incurred in contemplation of such Investment and (B) 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 (q) Debt incurred in the ordinary course of business with respect to surety and appeal performance bonds, performance and return-of-money surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred nature required in the ordinary course of business, business or in connection with the enforcement of Debt rights or claims of Persons who supply the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Subsidiary 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 raw materials utilized in the Borrower's 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 a Subsidiary's business (a "Raw Material Supplier")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 (iand 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) the Credit Agreement Refinancing Debt; (u) Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to by the Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Subsidiary and (ii) the Restricted Company under a letter of credit facility in an aggregate amount of the Debt of Raw Material Suppliers not to exceed $250,000,000 at any time outstanding which is Guaranteed by outstanding; (w) NMTC Indebtedness, so long as the Borrower and the Restricted Subsidiaries shall not exceed will be in compliance on a Pro Forma Basis with the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained covenant set forth in the ordinary course of businessSection 7.16; and (ix) Debt in addition to that specifically all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (hw) 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 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding7.2.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) Debt existing on the Closing Date and described on Schedule 10.1 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of 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 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) the Borrower owing to any other Loan Party, and (B) any extensionsof the Subsidiaries owing to the Borrower or any 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, renewals, or refinancings thereof so long as (i) when aggregated with the principal amount of such all Debt and incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the interest rate charged thereon after such renewaldate of this Agreement which, extension, or refinancing shall not exceed when aggregated with the principal amount of such all Debt which was outstanding and the interest rate which was in effect immediately prior to such renewalincurred under clause (v) of this Section 5.02(b), extension, or refinancing and (ii) such Debt shall do not be secured by exceed $50,000,000 at any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingtime outstanding; (cvii) Intercompany Debt owed by one Contingent Obligations of (A) the Borrower guaranteeing all or more any portion of the outstanding Obligations of any of the Subsidiaries to and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or to a another Subsidiary or owed by Borrower to a Subsidiarythereof; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations primary Obligation is otherwise permitted under the terms of the Loan Documents from and after such time as any portion of such obligations shall become due and payable Documents; (whether at stated maturity, by acceleration or otherwiseviii) and shall have such other terms and provisions as the Agent may reasonably require; (iiUnsecured Debt not otherwise permitted under this Section 5.02(b) the in an aggregate amount of such Debt outstanding not to exceed $50,000,000 at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)outstanding; (dix) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course Endorsement of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other negotiable instruments for deposit or collection or similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred transactions in the ordinary course of business, ; (x) Debt comprised of Debt of Persons who supply indemnities given by the Borrower or a 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 with raw materials utilized in respect of such property and assets prior to the Borrower's date of consummation of the sale, lease, transfer or a Subsidiary's business other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (a "Raw Material Supplier"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 (i) the Debt such liabilities or other Obligations were not created or incurred in contemplation of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower related sale, lease, transfer or a Subsidiary and other disposition; (iixii) 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 Raw Material Suppliers 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 outstanding which is Guaranteed by time; provided further that the Borrower and Net Cash Proceeds thereof are applied to prepay the Subsidiaries shall not exceed Advances to the sum 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) Two Million Dollars ($2,000,000) minus the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the aggregate amount direct and contingent obligors therefor shall not be 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 advances made Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to Raw Material Suppliers as prepayments on raw material purchases by the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Subsidiaries pursuant Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businesssame extent; and (ixiv) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in addition to that specifically described in clauses (a) through (h) respect of this Section 10.1 any Special Purpose Licensed Entity which in obligations, when aggregated with the aggregate does amount of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed One Million Dollars ($1,000,000) 30,000,000 at any time outstandingtime.

Debt. The Borrower will notnot create, and will not incur, assume or suffer to exist, or permit any Subsidiary toto create, incur, createassume or suffer to exist, assume, or permit to exist any Debt, exceptDebt other than the following: (a) Debt to under the Banks pursuant to the Loan Credit Documents; (b) Debt existing on the date of this Agreement and described on in Schedule 10.1 hereto6.02, including renewals and any extensionsrefinancings of such Debt, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall thereof is not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingincreased; (c) Intercompany Debt owed by under one or more of the Subsidiaries to the Borrower Interest Rate Contract or to a Subsidiary or owed by Borrower to a Subsidiary; Hydrocarbon Hedge Agreement (provided that (i) the parties to this Agreement hereby agree that the obligations of each obligor of such Debt shall be subordinated in right of payment the Borrower to the obligations under the Loan Documents from and after such time as Banks in respect of any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration Interest Rate Contract or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed Hydrocarbon Hedge Agreement are secured by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); Security Documents, but only, with respect to each such Bank, if and (iii) the aggregate amount of so long as such Debt outstanding at any time which is owed by any Subsidiary organized in Bank remains a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000Bank); (d) Debt in respect of endorsement of negotiable instruments in the ordinary course of business; (including Capital Lease Obligations e) Debt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (ii) in addition the case of any Debt owed by the Borrower, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole discretion; (f) Debt described on Schedule 10.1in respect of Capital Leases not exceeding $3,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) Debt secured by Liens permitted by Section 6.01(d), not to exceed Two Million Dollars exceeding $2,000,000 in aggregate principal amount at any time outstanding; (h) at any time following the termination of the Revolver B Commitments, termination of all Letters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other amounts payable in respect of the Revolver B Advances, Debt of the Borrower or its Subsidiaries in respect of letter-of-credit facilities not exceeding $2,000,000) 10,000,000 in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessoutstanding; and (i) Debt in addition to that specifically described above, not exceeding $3,000,000 in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) principal amount at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume, or permit to exist exist, and will not permit any Subsidiary to incur, create, assume, or permit to exist, any Debt, except: (a) Debt to the Banks Lenders and the Issuing Bank pursuant to the Loan Documents; (b) Debt described listed on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing9.1; (c) Intercompany unsecured Debt owed by one or more 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 Subsidiaries 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 Borrower Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) would result from such payment, the obligations of each obligor maturity date of such Debt shall be subordinated in right later than the later of payment to (i) the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration Revolving Credit Termination Date or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bondsTerm Loan Termination Date, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) terms and conditions and pursuant to documentation, all in aggregate liabilityform and substance satisfactory to the Agent and the Required Lenders; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionconsisting of CSO LCs; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount Guarantees of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of permitted in clause (Af) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)above; (h) contingent Debt assumed by the Borrower or any Subsidiary in connection with Permitted Acquisitions in an aggregate amount not to exceed $5,000,000 at any one time outstanding; (i) 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; (j) Guarantees by the Borrower or any Subsidiary of real estate lease obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby of an employee or otherwise obtained in the ordinary course agent of businessBorrower or a Guarantor; and (ik) Debt in addition to that specifically (other than Debt described in clauses (a) through and including (hj) of this Section 10.1 which above) in the an aggregate does amount not to exceed One Million Dollars ($1,000,000) 2,000,000.00 at any one time outstanding.

Debt. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume, assume or permit suffer to exist any Debt, except: (a) Debt to the Banks pursuant to Loans or other Obligations arising under the Loan Documents;Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents and the other Secured Obligations. (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing;[Intentionally Omitted]. (c) Intercompany Debt owed by one under Capital Leases or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business to pay the deferred purchase price of property or services or the costs of constructing or improving any property or progress payments in connection with respect such property or services, not to exceed an aggregate outstanding principal amount of the greater of (i) $10,000,000 and (ii) 5% of the Borrowing Base in effect at the time of incurrence thereof. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of its Oil and appeal bondsGas Properties. (e) intercompany Debt (i) between or among Credit Parties, performance (ii) owed by the Parent, the Borrower, or any Restricted Subsidiary to Unrestricted Subsidiaries or Restricted Subsidiaries that are not Credit Parties, provided any such Debt owed by a Credit Party is expressly subordinated to the Secured Obligations on terms acceptable to the Administrative Agent and return-of-money bondsis not pledged to any Person other than the Administrative Agent, and other similar obligations not exceeding at or (iii) owed by any time outstanding One Million Dollars ($1,000,000) in aggregate liability;Restricted Subsidiary to any Credit Party. (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion;any Excepted Debt. (g) Guarantees, incurred in the ordinary course of business, of Senior Debt of Persons who supply the Borrower Parent or a Subsidiary with raw materials utilized in any other Credit Party, and any guarantees thereof, the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that principal amount of which does not exceed (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and $500,000,000 minus (ii) the aggregate outstanding principal amount of the any Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries incurred pursuant to the permissions of subsection 10.5(gSection 9.02(h); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) , at any time outstanding; provided, that: (i) before giving effect to the incurrence of any such Senior Debt, no Default or Event of Default exists and immediately after giving effect to the incurrence of any such Senior Debt, no Default or Event of Default or Borrowing Base Deficiency exists (after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (ii) the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby and any repayment of Debt with the proceeds thereof (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance); (iii) such Senior Debt does not have any scheduled principal amortization prior to the date which is one hundred-eighty days after the Revolving Credit Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (iv) such Senior Debt does not have a scheduled maturity sooner than the date which is one hundred-eighty days after the Revolving Credit Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (v) no Subsidiary is required to guarantee such Senior Debt unless such Subsidiary has guaranteed the Secured Obligations pursuant to the Guaranty Agreement (by supplement, joinder or otherwise) and/or one or more other guaranty agreements on terms satisfactory in form and substance to the Administrative Agent; (vi) if such Senior Debt is senior subordinated Debt, such Senior Debt is expressly subordinate to the payment in full of all of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (vii) such Senior Debt and any guarantees thereof are on terms, taken as a whole, no more restrictive on the Parent or any other Credit Party than the terms and conditions of this Agreement, taken as a whole, as reasonably determined by a Responsible Officer of the Parent, acting in good faith, and certified to the Administrative Agent; and (viii) such Senior Debt does not have any mandatory prepayment or mandatory redemption provisions (other than customary change of control or asset sale tender offer provisions and, in the case of any Convertible Senior Notes, customary provisions requiring the repurchase of such Convertible Senior Notes upon the occurrence of a Fundamental Change) that would require a mandatory prepayment or redemption in priority to the Secured Obligations.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; case of the Parent and its Subsidiaries (e) Guarantees other than the Subsidiary Guarantors), Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityprudent business practice; (fii) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; case of any Subsidiary of the Parent, Debt owed to the Parent or to a wholly owned Subsidiary of the Parent, provided that, in each case, such Debt (gx) Guaranteesshall, incurred in the ordinary course of business, case of Debt of Persons who supply owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Borrower or a Subsidiary with raw materials utilized Administrative Agent and such promissory notes shall, in the Borrower's or case of Debt owed to a Subsidiary's business (a "Raw Material Supplier"); provided that (i) Loan Party, be pledged as security for the Debt Obligations of the Raw Material Supplier holder thereof under the Loan Documents to which such holder is incurred to enable such Person to provide raw materials a party and delivered to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries Collateral Agent pursuant to the permissions terms of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessSecurity Agreement; and (iiii) in the case of the Parent and its Subsidiaries, (A) Debt in addition under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to that specifically described in clauses (a) through (h) of this Section 10.1 which exceed in the aggregate does not exceed One Million Dollars ($1,000,000) 25,000,000 at any time outstanding., (C) in addition to Debt referred to in clause (B), (x) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, and (y) in the case of Capitalized Leases to which any Subsidiary of the Parent is a party, Debt of the Parent of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) 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 greater of (1) the original principal amount thereof and (2) the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct 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 subordination (if any) of any such extending, refunding or refinancing Debt, are no less favorable in any material respect to the Loan Parties or the Lender Parties than such terms of the Surviving 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, provided still further that any extending refunding or refinancing Debt shall not have the benefit of any Debt of the Parent or any of its subsidiaries of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of the direct obligor of such extending, refunding or refinancing Debt,

Debt. The Borrower will notContract, and will not create, incur or assume any Debt, or permit any Subsidiary toof its Material Subsidiaries to contract, create, incur, create, assume, or permit to exist assume any Debt, except:except for (ai) Debt to under this Agreement and the Banks pursuant to the other Loan Documents; (bii) (x) Surviving Debt and any Permitted Refinancing thereof and (y) Debt described on Schedule 10.1 heretoin respect of any Qualified Receivables Transaction that is without recourse to the Borrower or any Restricted Subsidiary (other than a Receivables Entity and its assets and, as to the Borrower or any Restricted Subsidiary, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by any extensionssuch Person; (iii) Debt arising from Investments among the Borrower and its Restricted Subsidiaries that are permitted hereunder; (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, renewals, depository and cash management services or refinancings thereof so long as in connection with any automated clearing house transfers of funds; (v) (i) guarantees of Debt otherwise permitted under this Agreement and (ii) guarantees and non-recourse Debt in respect of Investments in joint ventures permitted under Sections 5.02(e)(ix), (xiv), (xix) or (xxvi); provided that the aggregate principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall does not exceed the greater of $150,000,000 and 3.0% of Total Assets; (vi) Debt of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of $500,000,000 and 15.0% of Total Foreign Assets; (vii) Debt constituting (i) Sale and Leaseback Transactions and (ii) purchase money debt and Capitalized Lease obligations (and, in each case, any Permitted Refinancing thereof); provided that, at the time of incurrence of such Debt and after giving pro forma effect thereto, the aggregate principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall does not exceed the sum greater of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount 225,000,000 and 4.5% of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)Total Assets; (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed Liens permitted by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1Section 5.02(a)(iv) not to exceed Two Million Dollars in the aggregate $40,000,000 at any time outstanding; (iii) (A) Capitalized Leases not to exceed in the aggregate $2,000,00050,000,000 at any time outstanding, and (B) in the aggregate at case of Capitalized Leases to which any time outstanding secured by purchase money Liens permitted by Section 10.2Subsidiary of such Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (eiv) Guarantees the Surviving Debt, and any Refinancing Debt of any Surviving Debt; (v) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityprudent business practice; (fvi) in the case of any Loan Party, Debt arising in connection with nonowed to the Revolving Credit Borrower or wholly-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after owned Subsidiary of the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the AgentRevolving Credit Borrower, which approval may Debt shall be given or withheld in subordinated to the Agent's sole discretionObligations of the Loan Parties under the Loan Documents; (gvii) Guaranteesin the case of any Non-Guarantor Subsidiary, Debt owed to the Revolving Credit Borrower or Subsidiary of the Revolving Credit Borrower; (viii) So long as no Default has occurred and is continuing or would result from such incurrence or issuance (unless the Net Cash Proceeds therefrom are applied to the prepayment of the Term B Advances pursuant to Section 2.06), Non-Recourse Debt under Mortgage Financings in respect of Real Property Collateral or other Real Property of the Loan Parties and their Subsidiaries (other than the CMBS Subsidiaries); (ix) Debt incurred in the ordinary course of business, of Debt of Persons who supply maturing within one year from the Borrower or date incurred, and aggregating on a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business Consolidated basis, not more than $50,000,000 at any one time outstanding; (a "Raw Material Supplier"); provided that (ix) the Debt of the Raw Material Supplier CMBS Subsidiaries under the CMBS Bridge Financing and the CMBS Mortgage Financings; (xi) Debt of any Person that becomes a Subsidiary of the Revolving Credit Borrower after the date hereof in accordance with the terms of Section 5.02(f), which Debt is incurred to enable existing at the time such Person to provide raw materials to the Borrower or becomes a Subsidiary and (ii) the aggregate amount of the Revolving Credit Borrower (other than Debt incurred solely in contemplation of Raw Material Suppliers at any time outstanding which is Guaranteed by such Person becoming a Subsidiary of the Borrower and the Subsidiaries shall not exceed the sum Revolving Credit Borrower); (xii) Debt consisting of (A) Two Million Dollars (Guarantee Obligations in an aggregate amount not to exceed $2,000,000) minus 75,000,000 and (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained customary completion guaranties incurred in the ordinary course of business, in each case in respect of Permitted Construction Financing; (xiii) Debt consisting of Limited Recourse Guarantee Obligations incurred in the ordinary course of business; (xiv) Debt incurred to finance customary leasehold improvements required by the terms of, or as a condition to the entering into of, Tenant Leases; (xv) Guarantee Obligations consisting of master leases with Subsidiaries and guaranties covering rent abatements or other rent concessions or rent and other income with respect to vacancies or other property-related sources of potential revenue in an aggregate amount not to exceed $30,000,000 in any fiscal year; (xvi) Permitted Construction Financing and Refinancing Debt of Permitted Construction Financing; (xvii) in the case of the TRS Subsidiaries, Guarantee Obligations incurred in the ordinary course of business of the TRS Subsidiaries arising under management, leasing and development agreements entered into by the TRS Subsidiaries relating to the provision of administrative and operational, management, leasing and/or development services, so long as the aggregate amount of such Guarantee Obligations does not at any time exceed $50,000,000; and (ixviii) Debt Guarantee Obligations in addition respect of mortgage financing of ▇▇▇▇▇▇▇ Macquarie Office, LLC in respect of the Cerritos Center in an aggregate amount not to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding95,000,000.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) 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 10.1 hereto, 4.01(n) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing; (civ) Intercompany Debt owed by one or more of in the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations case of each obligor of such Debt shall be subordinated in right of payment to Loan Party (other than the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwiseParent Guarantor) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);its Subsidiaries, (dA) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1secured by Liens permitted by Section 5.02(a)(iv) not to exceed Two Million Dollars in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $2,000,00010,000,000 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 5.04.5.04; (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 secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course 10% 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessTotal Asset Value; and (iviii) unsecured Debt the incurrence of which would not result in addition to that specifically described in clauses (a) through (h) of this a Default under Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.5.04. Annex A - 81

Debt. The Borrower will not, and will not permit any Subsidiary to, No Credit Party shall incur, create, assume, assume or permit suffer to exist any Debt, except: other than the following (collectively, “Permitted Debt”): (a) Debt to the Banks pursuant to the Loan Documents; Obligations, (b) trade payables and contractual obligations to suppliers and customers arising in the ordinary course of business, (c) Subordinated Debt in an aggregate amount not to exceed $9,201,000, as described on Schedule 10.1 hereto7.21 (d) Debt other than Subordinated Debt, existing on the Agreement Date and described on Schedule 7.21, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such related Refinancing Debt, if any(e) purchase money secured Debt (including Capital Leases) incurred to purchase Equipment, prior to such renewalprovided, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding does not exceed $1,000,000 at any one time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bondsoutstanding, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection of such Credit Party with non-competerespect to surety, consulting appeal, indemnity, performance, or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, bonds incurred in the ordinary course of business, (g) Debt owing to any Person providing property, casualty, liability or other insurance to Credit Parties, so long as the amount of such Debt does not exceed the amount of Persons who supply the Borrower or a Subsidiary with raw materials utilized 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 Borrower's ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, or a Subsidiary's business purchase cards (a "Raw Material Supplier"including so-called “procurement cards” or “P-cards”); provided that , (i) the Debt constituting Permitted Investments, (j) Debt arising from endorsement of the Raw Material Supplier is instruments or other payment items for deposit, (k) unsecured Debt incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary in respect of netting services, overdraft protection, and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained other like services, in each case incurred in the ordinary course of business; and , (il) guarantees by one Credit Party of Debt in addition to that specifically described in clauses (a) through (h) of another Credit Party otherwise permitted under this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding9.5.

Debt. The Borrower will not, and will Such Loan Party shall not permit any Subsidiary to, incur, create, assume, incur or permit to exist maintain any Debt, exceptother than: (a) Debt to the Banks pursuant to the Loan DocumentsObligations; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing7.15; (c) Intercompany Debt owed by one evidencing a refunding, renewal or more extension of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a SubsidiaryDebt described on Schedule 7.15; provided that (i) the obligations of each obligor principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not a Loan Party or guarantor of such Debt immediately prior to such refinancing shall be subordinated in right become a Loan Party or guarantor thereof, and (iv) the terms of payment such refunding, renewal or extension are no less favourable to such Loan Party, the Agent or the Lenders than the original Debt; (d) Capital Leases of Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided that (i) Liens securing the same attach only to the obligations under Fixed Assets acquired by the Loan Documents from and after such time as any portion incurrence of such obligations shall become due Debt (and payable (whether at stated maturity, by acceleration or otherwiseproceeds thereof) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate principal amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations Leases and in addition to the any such Debt described on Schedule 10.17.15) of all Loan Parties outstanding does not to exceed Two Million Dollars the greater of ($2,000,000A) in the aggregate 2.0% of Consolidated Net Tangible Assets and (B) U.S.$15,000,000 at any time outstanding secured by purchase money Liens permitted by Section 10.2time; (e) (i) intercompany Debt permitted under the definition of Permitted Investments, and (ii) Debt of any Loan Party to any Parent Company (provided that same is Subordinated Debt), to the Canadian Borrower or to any other Loan Party; (f) Subordinated Debt not constituting Debt under paragraphs (p) or (q) hereof; (g) Debt in respect of the Secured Note Facility, in an aggregate maximum principal amount not to exceed US$560,000,000 at any time outstanding, plus any accrued pay-in-kind interest, capitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof; (h) Guarantees permitted by Section 7.14; (i) Debt under, or reimbursement obligations in respect of, letters of credit and bankers acceptances issued for performance, surety, appeal or indemnity bonds or with respect to workers’ compensation claims or other statutory obligations; (j) Debt arising from netting services, overdraft protection, cash management services and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business; (k) Debt that is unsecured (other than by a Lien qualifying as a Permitted Lien) in respect of workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties, in each case in the ordinary course of business; (l) Debt arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or permitted disposition of any business, assets or Subsidiary; (m) Subordinated Debt issued in lieu of cash payments of Distributions permitted by Section 7.12; (n) Debt constituting a Permitted Investment (including obligations (contingent or otherwise) of any Loan Party existing or arising under any Hedge Agreement or other unsecured hedge arrangements, provided that such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, currency translation or property held or reasonably anticipated to be held by such Loan Party, or changes in the value of securities issued by such Person, and not for purposes of speculation and as otherwise permitted by Section 7.31; (o) Debt owing to any Person in connection with the financing of any insurance premiums permitted by the applicable insurance company in the ordinary course of business; (p) Subordinated Debt of any Person that becomes a Loan Party after the Effective Date as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder, which Subordinated Debt exists at the time of such acquisition, merger or consolidation or amalgamation or other Investment; provided that (a) such Subordinated Debt exists at the time such Person becomes a Loan Party and is not created in contemplation of or in connection with such Person becoming a Loan Party (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Loan Party), (b) the aggregate principal amount of Subordinated Debt permitted by this clause (p) and Section 7.15(q) shall not at any one time outstanding exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time and (c) such Debt is not guaranteed in any respect by any Loan Party; (q) Subordinated Debt incurred to finance any acquisition or other Permitted Investment in an aggregate amount for all such Subordinated Debt together with the aggregate principal amount of Indebtedness permitted by Section 7.15(p) not to exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time; (i) Debt representing deferred compensation or post retirement obligations to current or former officers, directors, consultants or employees (or their transferees, estates, or beneficiaries under their estates) of any Loan Party incurred in the ordinary course of business and (ii) Debt consisting of obligations of any Loan Party under deferred compensation or other similar arrangements incurred in connection with the Transactions and any Permitted Investment; (s) Debt that is unsecured and undertaken in connection with cash management and related activities with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred joint venture in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount Debt of any joint venture (regardless of the Debt form of Raw Material Suppliers at any time outstanding which legal entity) that is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations a Subsidiary arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessbusiness in connection with the cash management operations (including in respect of intercompany arrangements) of the Loan Parties. (t) Provided same does not constitute Debt as part of or incurred to finance any acquisition, merger or consolidation or amalgamation or other investment (which Debt must be permitted under paragraph (p) or (q), additional Debt of any Loan Party in an aggregate principal amount not to exceed the greater of (i) U.S.$15,000,000 at any one time outstanding, and (ii) 2.0% of Consolidated Net Tangible Assets; (u) Debt in respect of Taxes being contested in good faith and in accordance with laws or to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; (v) Debt associated with and asset retirement and remediation liabilities to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; and (iw) Debt in addition to that specifically described in clauses (a) through (h) respect of this Section 10.1 which the Unsecured Note Facility, in the aggregate does not exceed One Million Dollars ($1,000,000) at original principal amount of up to U.S.$200,000,000 plus any time outstandingaccrued pay-in-kind interest, capitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof.

Debt. The Borrower will notnot incur, and will not create, assume, or ---- permit to exist, or permit any Subsidiary to, or Foreign Affiliate to incur, create, assume, or permit to exist exist, any Debt, except: (a) Debt to the Agent and the Banks pursuant to the Loan Documentshereunder; (b) Debt described on Schedule 10.1 hereto, of the Subsidiaries and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt Foreign Affiliates pursuant to loans and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured advances permitted by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing;Section 10.5(i); --------------- (c) Intercompany Debt owed by one or more of the Foreign Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed secured by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount a Letter of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Credit; (d) Debt of the Foreign Subsidiaries and Debt of the Foreign Affiliates, all incurred when no Default exists or would result therefrom, provided that the aggregate amount of all such Debt (including Capital Lease Obligations such Debt existing on the date hereof and in addition to the Debt described on Schedule 10.18.9 hereto, but ------------ excluding such Debt permitted under subsections (b) not to exceed Two Million Dollars and ($2,000,000c) in the aggregate above) --------------- --- outstanding at any time outstanding secured by shall not exceed $40,000,000 in the aggregate, it being understood that trade payables of the Borrower and the Subsidiaries for the purchase money Liens permitted by Section 10.2; (e) Guarantees incurred of goods or materials in the ordinary course of business with respect to surety are not prohibited or limited by this Section 10.1; ------------ (e) Guarantees by the Borrower or any Subsidiary of any Debt of any of the Foreign Subsidiaries or the Foreign Affiliates, all incurred when no Default exists or would result therefrom, provided that the aggregate amount of all such Guarantees (including such Guarantees existing on the date hereof and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding described on Schedule 8.9 hereto) outstanding at any ------------ time outstanding One Million Dollars (shall not exceed $1,000,000) 30,000,000 in aggregate liability;the aggregate, it being understood that Guarantees of trade payables of the Borrower and the Subsidiaries for the purchase of goods or materials in the ordinary course of business are not prohibited or limited by this Section 10.1; ------------ (f) Debt arising in connection with non-compete, consulting or consisting of accounts payable of the Companies to each other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred for sales of inventory in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business ; (a "Raw Material Supplier"); provided that (ig) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials Guarantors to the Borrower or a Subsidiary and (ii) any Guarantor under the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made promissory notes referred to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gin Section 7.1(q);; -------------- (h) contingent obligations arising Debt under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of businessSubordinated Note Documents; and (i) Any other Debt in addition to that specifically existing on the date hereof and described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.on Schedule 8.9 hereto. ------------

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assumeCreate or suffer to exist, or permit any of its Subsidiaries to exist 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: (ai) Debt owed to the Banks Company or to a Consolidated Subsidiary of the Company, provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Agent, (ii) Debt existing on the Petition Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Permitted Refinancing thereof, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(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 Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents;, (bvi) [reserved], (vii) Debt described on Schedule 10.1 heretoincurred by Kodak International Finance Limited, a company organized and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations existing under the Loan Documents from and after such time as any portion laws of such obligations shall become due and payable England, (whether at stated maturity, by acceleration or otherwisex) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the in connection with short term working capital needs in an aggregate amount of such Debt outstanding not to exceed $25,000,000 at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); outstanding and (iiiy) consisting of Hedge Agreement Obligations entered into in the aggregate amount ordinary course of such business to protect the Company and its Subsidiaries against fluctuations in commodities, interest or exchanges rates, (viii) Debt outstanding at incurred by Subsidiaries organized under the laws of any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and or Canada in addition to the Debt described on Schedule 10.1) an aggregate amount not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) 20,000,000 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,

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) in the case of TCML, Debt owed to a wholly owned Subsidiary of TCML, which Debt (x) shall constitute Pledged Debt, (y) shall be on subordinated terms reasonably acceptable to the Banks Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Note Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the Loan Documentsterms of the Security Agreement; (bii) in the case of any Subsidiary of TCML, Debt owed to TCML or to a wholly owned Subsidiary of TCML, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms reasonably acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Note Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) the Guaranties and, in the case of TCML and its Subsidiaries, (A) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof under the Note Documents, (B) so long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 4.02(a)(iv) not to exceed in the aggregate $3,000,000 at any time outstanding, (iC) Capitalized Leases not to exceed in the aggregate $3,000,000 at any time outstanding, (D) 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 otherwise permitted by the Note 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; and provided further that the terms relating to this 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 Note Parties or the Holders than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate charged thereon after applicable to any such renewalextending, extension, refunding or refinancing shall Debt does not exceed the then applicable market interest rate, (E) any Permitted Refinancing Debt in an aggregate principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate 120,000,000 at any one time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bondsoutstanding, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (iF) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in under the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingFirst Lien Facilities.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Restricted Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) in the principal amount case of such the Borrower, Debt and owed to a Wholly Owned Restricted Subsidiary of the interest rate charged thereon after such renewalBorrower, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and and (ii) such Debt shall not be secured by in the case of any assets other than assets securing such DebtRestricted Subsidiary of the Borrower, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Wholly Owned Restricted Subsidiary or owed by of the Borrower; and (iii) in the case of the Borrower to a Subsidiary; provided that and its Restricted Subsidiaries, (iA) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable Documents, (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (iiB) the aggregate amount of such Surviving Debt, (C) Debt outstanding at any time which is owed under the Note Purchase Agreement evidenced by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized Senior Notes in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) principal amount not to exceed Two Million Dollars $180,000,000 plus, to the extent not otherwise utilized pursuant to clause (H) of this Section 5.02(b)(iii), an additional $2,000,00010,000,000, (D) in non-recourse Debt of the aggregate at any time outstanding Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (E) non-recourse Debt secured by purchase money Liens permitted by Section 10.2;5.02(a)(v), (eF) Guarantees Debt in respect of Swaps incurred in the ordinary course of business and consistent with respect prudent business practice with the aggregate value thereof not to surety exceed $10,000,000 at any time outstanding, and (G) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt or other Debt permitted under this Section 5.02(b), provided that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and appeal bondsthe direct and contingent obligors therefor shall not be changed, performance as a result of or in connection with such extension, refunding or refinancing, provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and return-of-money bondssubordination (if any), and other similar obligations not exceeding at material terms taken as a whole, of any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consistent with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) prudent business practice and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of businessbusiness and, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt case of the Raw Material Supplier is incurred to enable such Person to provide raw materials Senior Notes, are on terms no less favorable in any material respect to the Borrower Loan Alliance Credit Agreement 76 76 Parties or a Subsidiary and (ii) the aggregate amount Lender Parties than the terms of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g);Senior Notes being extended, refunded or refinanced. (hH) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained other unsecured Debt incurred in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does business and Capital Lease Obligations aggregating not exceed One Million Dollars (more than $1,000,000) 10,000,000 at any time outstandingoutstanding other than Contingent Obligations of the Borrower or any Restricted Subsidiary with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided, in each case, that the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt or Capital Lease Obligations had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the Chief Financial Officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance.

Debt. The Borrower Parent will not, and will not permit any Subsidiary to, incur, create, assume, assume or permit suffer to exist any Debt, except: (a) Debt to the Banks pursuant to Loans or other Obligations arising under the Loan Documents;Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents and the other Secured Obligations. (b) Debt described of the Parent and the Subsidiaries existing on the date hereof that is reflected in Schedule 10.1 hereto9.02, and any extensionsrefinancings, renewalsrefundings, renewals or extensions thereof (without increasing, or refinancings thereof so long as (i) shortening the maturity of, the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing;thereof). (c) Intercompany Debt owed by one under Capital Leases or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services, not to exceed $5,000,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of its Oil and Gas Properties. (e) intercompany Debt (i) between Credit Parties (other than any Debt incurred by Taghmen) which is subordinated to the Secured Obligations on terms satisfactory to the Administrative Agent, (ii) between Unrestricted Subsidiaries, (iii) owed by Credit Parties (other than debt owed by Taghmen) to Unrestricted Subsidiaries, provided any such Debt is expressly subordinated to the Secured Obligations on terms acceptable to the Administrative Agent, or (iv) owed by any Unrestricted Subsidiary to any Credit Party or by Taghmen to any Credit Party, to the extent that any such Debt, when aggregated with any other Investments made by any Credit Party in and to Unrestricted Subsidiaries pursuant to Section 9.05(g)(ii) does not exceed $200,000,000 in the aggregate at any time outstanding; provided that, with respect to surety this clause (iv), (A) both before and appeal bondsimmediately after giving effect to any such Debt, performance and return-of-money bondsno Default shall exist, and (B) after giving effect to any such Debt, the percentage equal to the lesser of (x) the amount of the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is $160,000,000 and (y) the Borrowing Base Utilization Percentage, shall not exceed ninety percent (90%), (C) any such Debt incurred is not held, assigned, transferred, negotiated or pledged to any Person other similar obligations not exceeding at than the Parent or one of its Wholly- Owned Subsidiaries, and (D) any time outstanding One Million Dollars ($1,000,000) in aggregate liability;such Debt owed by a Credit Party shall be subordinated to the Secured Obligations on terms satisfactory to the Administrative Agent. (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion;any Excepted Debt. (g) Guarantees, incurred in the ordinary course of business, of Senior Debt of Persons who supply the Borrower Parent or a Subsidiary with raw materials utilized in any other Credit Party (other than Taghmen), and any guarantees thereof, the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that principal amount of which does not exceed (i) $500,000,000 minus (ii) the outstanding principal amount of Term Loans in the aggregate at any one time outstanding; provided, that the principal amount of any Convertible Senior Notes shall not exceed $150,000,000 in the aggregate at any one time outstanding; provided further that: (A) the Borrower shall have complied with Section 8.01(t); (B) both before and immediately after giving effect to the incurrence of any such Senior Debt, no Default, Event of Default or Borrowing Base Deficiency exists or would exist (after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (C) the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance); (D) such Senior Debt does not have any scheduled principal amortization prior to the date which is one hundred eighty days after the Revolving Credit Maturity Date (as in effect on the date of the Raw Material Supplier incurrence of such Senior Debt); (E) such Senior Debt does not have a scheduled maturity sooner than the date which is incurred one hundred eighty days after the Revolving Credit Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (F) no Subsidiary is required to enable guarantee such Person to provide raw materials Senior Debt unless such Subsidiary has guaranteed the Secured Obligations pursuant to the Borrower Guaranty Agreement (by supplement, joinder or otherwise) and/or one or more other guaranty agreements on terms satisfactory in form and substance to the Administrative Agent; (G) if such Senior Debt is senior subordinated Debt, such Senior Debt is expressly subordinate to the payment in full of all of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (H) (i) in the case of Senior Debt (other than any Convertible Senior Notes issued pursuant to the Initial Convertible Senior Notes Indenture) and any guarantees thereof, such Senior Debt and any guarantees thereof are on terms, taken as a Subsidiary whole, no more restrictive on the Parent or any other Credit Party than the terms and conditions of this Agreement, taken as a whole, as reasonably determined by the Board of Directors of the Parent, acting in good faith and evidenced by a resolutions of such Board of Directors and (ii) in the aggregate amount case of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries Convertible Senior Notes issued pursuant to the permissions Initial Convertible Senior Notes Indenture and any guarantees thereof, such Convertible Senior Notes and any guarantees thereof are on terms, taken as a whole, no more restrictive on the Parent or any other Credit Party than the terms and conditions of subsection 10.5(g);this Agreement, taken as a whole, as reasonably determined by a Responsible Officer of the Parent, acting in good faith, and certified to the Administrative Agent; and (I) such Senior Debt does not have any mandatory prepayment or mandatory redemption provisions (other than customary change of control or asset sale tender offer provisions and, in the case of any Convertible Senior Notes, customary provisions requiring the repurchase of such Convertible Senior Notes upon the occurrence of a Fundamental Change) that would require a mandatory prepayment or redemption in priority to the Secured Obligations. (h) contingent obligations arising Debt under indemnity agreements a Colombian Peso denominated unsecured credit facility with a commercial bank or a syndicate of commercial banks in an aggregate principal amount not to title insurers exceed the US Dollar equivalent of $30,000,000 (determined as of the closing date of such Colombian Peso denominated unsecured credit facility based on a prevailing exchange rate selected by the Administrative Agent in its reasonable discretion); provided that: (i) such Debt is unsecured; (ii) such Debt does not have any restriction on the ability of the Borrower or any Credit Party to cause amend, supplement or modify this Agreement or the other Loan Documents, (iii) such title insurers Debt does not have any restrictions on the ability of the Borrower or any other Credit Party to issue to guarantee the Agent Secured Obligations or pledge assets as collateral security for the title insurance policies required hereby Secured Obligations, and (iv) the credit agreement governing such Debt is, taken as a whole, no more restrictive on the Parent and the Subsidiaries than the terms and conditions of this Agreement, taken as a whole, as reasonably determined by the Board of Directors of the Parent, acting in good faith and evidenced by a resolutions of such Board of Directors, and the terms and conditions of such Debt shall not conflict with the terms and conditions of this Agreement or otherwise obtained in the ordinary course of business; andany other Loan Document. (i) Debt in addition to that specifically described in clauses incurred by any Credit Party (a) through (h) other than Taghmen), the principal amount of this Section 10.1 which in the aggregate does not exceed One Million Dollars five percent (5%) of the lesser of (x) $1,000,000160,000,000 and (y) the then-effective Borrowing Base in the aggregate. (j) Debt of a Person existing at the time such Person is acquired by the Parent or any time outstandingSubsidiary to the extent such acquisition constitutes a Permitted Acquisition (and not created in anticipation or contemplation thereof); provided that the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance).

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (ai) Debt to the Banks pursuant to outstanding under the Loan Documents; (bii) Debt evidenced by the Senior Notes in a principal amount outstanding not to exceed $20,000,000; (iii) Debt of the Borrower and its Subsidiaries outstanding on the date hereof and described on Schedule 10.1 hereto4.01(h) (the "Surviving Debt"); (iv) Debt of the Borrower and, in the case of Designated Seller Financing only, of Subsidiaries, in each case incurred after the date hereof; provided that (A) after giving effect to the incurrence and application of the proceeds thereof, the ratio of Consolidated Total Debt to Consolidated Total Capitalization does not exceed 0.55 to 1.0, (B) the terms of the agreements and instruments governing such Debt are no more restrictive on the Borrower and its Subsidiaries than the terms of the Loan Documents (which determination shall be (1) made by management of the Borrower in the case of any individual item of Debt not exceeding $4,000,000 in the principal amount, and (2) made by and evidenced by a resolution of, the Board of Directors of the Borrower in the case of any extensions, renewals, or refinancings thereof so long as (i) the individual item of Debt in a principal amount exceeding $4,000,000), (C) none of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of (other than any such Debt which was outstanding and the interest rate which was in effect immediately constituting Designated Seller Financing) may have a maturity date 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;the Revolving (cv) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the constituting general obligations of each obligor of such Debt shall be Subsidiaries not subordinated in right of payment to the any other obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable Subsidiaries; (whether at stated maturityvi) Debt of Subsidiaries secured by Liens permitted under Section 5.02(a)(vi); provided that such Debt, if it were Debt incurred by acceleration or otherwisethe Borrower, would be permitted by Section 5.02(b)(iv) and shall have such other terms and provisions as hereof; and (vii) Debt of Subsidiaries constituting Capitalized Lease Obligations arising under Capitalized Leases entered into after the Agent may reasonably requiredate hereof; provided that (iiA) the aggregate amount of Capitalized Lease Obligations in respect of all such Debt outstanding Capitalized Leases shall not exceed $1,000,000 at any one time which is owed outstanding, and (B) such Debt, if it were Debt incurred by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens Borrower, would be permitted by Section 10.2; (e5.02(b)(iv) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandinghereof.

Debt. The Borrower will not, and nor will not it permit any Subsidiary of the Borrower to, incur, create, assume, assume or permit to exist any Debt, except: (a) Debt to the Banks Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, 9.9 to the Disclosure Letter and any extensions, renewals, renewals or refinancings thereof of such existing Debt so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, 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, extension or refinancing; (c) Intercompany Debt of a Subsidiary owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a another Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Guarantees and other Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations not exceeding at any time outstanding One Million Dollars including those of the type described in Section 11.2(f); ($1,000,000e) in aggregate liabilityDebt secured by Liens permitted by Section 11.2(g); (f) Debt arising of the type described in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after clause (j) of the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretiondefinition of Debt; (g) GuaranteesDebt 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 such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by ▇▇▇▇▇’▇ Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (j) Debt 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, ; (l) 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 Persons who supply the Borrower or a Subsidiary with raw materials utilized in and the Borrower's or a Subsidiary's business (a "Raw Material Supplier")Guarantors; provided that (i) at the Debt time of incurrence of such Debt, the Borrower shall be in pro forma compliance with Article 12 as of the Raw Material Supplier is incurred date of and after giving effect to enable such Person to provide raw materials to the Borrower or a Subsidiary incurrence and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gextent such Debt is secured, such Liens are permitted by Section 11.2(n); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (in) Debt in addition to that specifically the Debt described in the foregoing clauses (a) through (h) l), other Debt of this Section 10.1 Subsidiaries of the Borrower that are not Guarantors which in the aggregate does not exceed One Million Dollars 10 percent ($1,000,00010.0%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. The Borrower will notNot, and will not permit any Subsidiary of the Loan Parties and their Subsidiaries to, create, incur, create, assume, or permit suffer to exist any Debt, exceptexcept the following: (a) Debt to Obligations under this Agreement and the Banks pursuant to the other Loan Documents; (b) Debt described on Schedule 10.1 heretoof any of the Loan Parties and their Subsidiaries secured by Liens permitted by Section 11.2(d), and any extensions, renewals, or refinancings thereof so long as the aggregate amount of all such Debt at any time outstanding does not exceed $2,000,000; (i) the principal amount Debt of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior any Loan Party 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; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably requireParty; (ii) Debt of any Subsidiary which is not a Loan Party owing to a Loan Party so long as the aggregate amount of such Debt outstanding at any time outstanding is otherwise permitted as an Investment under Section 11.9; (iii) Debt of any Loan Party owing to any Subsidiary which is owed by not a Loan Party, which is expressly subordinated to the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000)Obligations pursuant to the Intercompany Subordination Agreement; and (iiiiv) the aggregate amount Debt of such Debt outstanding at any time Subsidiary which is owed by not a Loan Party to any other Subsidiary organized in which is not a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Loan Party; (d) Debt (including Capital Lease Obligations and arising in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) connection with endorsement of instruments for deposit in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2ordinary course of business; (e) Guarantees Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $1,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculative purposes; (g) Debt described on Schedule 11.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (h) the Debt to be Repaid (so long as that Debt is repaid on the Closing Date with the proceeds of the initial Loans under this Agreement); (i) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 11.4, and (ii) agreements providing for indemnification, workers’ compensation claims, self-insurance obligations, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds, appeals bonds or performance bonds securing the performance of any Loan Party pursuant to such agreements, in connection with Permitted Acquisitions, in each case in each of the foregoing, not in the form of Funded Debt and (iii) the guaranty by a Loan Party or any Subsidiary thereof of a lease, sublease, license, or sublicense entered into in the ordinary course of business with or such other Debt permitted by the terms of this Agreement by another Loan Party or any Subsidiary thereof; (j) Debt in respect to surety and appeal bondsof credit cards, performance and return-of-money bondscredit card processing services, debit cards, stored value cards, purchasing cards, clearinghouse arrangements, netting services, overdraft protection, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) like services, in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guaranteeseach case, incurred in the ordinary course of business; (k) Debt existing on the Closing Date and set forth on Schedule 11.1; (l) Subordinated Debt; (m) Debt acquired in connection with a Permitted Acquisition, including Debt to pay indemnification, contingent purchase price payments, or other purchase price adjustments, but solely to the extent (i) the business, division or assets acquired generated positive EBITDA for the four consecutive fiscal quarters most recently ended prior to that Acquisition and (ii) the amount of Debt so assumed in connection with any such Permitted Acquisition is not more than 4.0x the amount of Persons who supply EBITDA generated by the Borrower business, division or a Subsidiary with raw materials utilized assets acquired, in the Borrower's or a Subsidiary's business (a "Raw Material Supplier")an aggregate outstanding amount not at any time exceeding $25,000,000; provided that (i) such Debt was not incurred in contemplation of such Permitted Acquisition and (ii) such Debt is secured only by the assets acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and the proceeds, products, replacements and accessions thereof; (n) Debt of any SPV Financing Entity with respect to any purchase of accounts receivable, loan financing, warehouse, or other similar agreement, which shall not include any obligation or Debt of Borrower or any other Subsidiary that is not an SPV Financing Entity, so long as such debt is non-recourse to the Loan Parties and their Subsidiaries (other than any SPV Financing Entity) other than customary limited recourse items; (o) Debt consisting of the financing of insurance premiums; (p) other unsecured Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials Loan Parties and their Subsidiaries in an aggregate outstanding amount not at any time exceeding (x) prior to the Borrower or a Subsidiary EBITDA Trigger Date, $5,000,000 and (iiy) following the EBITDA Trigger Date, $15,000,000; (q) to the extent constituting Debt, earn-out obligations incurred in connection with Permitted Acquisitions, so long as (i) the aggregate amount of the all such Debt of Raw Material Suppliers at any time outstanding which is Guaranteed (determined by reference to the Borrower maximum potential amount of any such Debt if the earn-out obligations become fully-earned) does not exceed $10,000,000 plus the Malka Earn-Out, the Malka Make-Whole and the Subsidiaries shall not exceed Even Financial Earn-Out and (ii) any such earn-out obligations other than the sum Malka Earn-Out, the Malka Make-Whole and Even Earn-Out are subordinated in right of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant payment to the permissions of subsection 10.5(g)Obligations; (hr) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue Debt constituting taxes, assessments, municipal or other governmental charges to the Agent the title insurance policies required hereby extent non-payment of any such amounts does not otherwise constitute a Default or otherwise obtained Event of Default; (s) unsecured Debt to trade creditors and pursuant to credit cards incurred in the ordinary course of business; and; (t) Debt incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (u) Debt secured by Liens permitted under Section 11.2(c); (v) to the extent constituting Debt, Investments permitted pursuant to Section 11.9; (w) Debt comprised of letters of credit and other credit support obligations in an aggregate principal amount not to exceed $10,000,000 which, if secured, is secured by Liens permitted pursuant to Section 11.2(s). (x) (x) (i) any obligations incurred under ERISA or under any employee consulting agreements, (ii) accrued expenses, trade accounts payable, accruals for payroll and other liabilities accrued in the ordinary course of business (including on an intercompany basis) and (iii) liabilities associated with customer prepayments and deposits; (y) any Permitted Convertible Debt; (z) any Incremental Equivalent Debt; and (aa) extensions, refinancings, modifications, amendments and restatements of any items of Debt in addition incurred pursuant to that specifically described in clauses (a), (b), (c), (l), (m), (q), (t), (w), (y) through and (hz) above, provided that the principal amount thereof is not increased. To the extent Debt which is permitted to be incurred hereunder is incurred directly by a Loan Party or other Person and guaranteed by another Loan Party or any other Person the guarantee of such Debt shall be permitted under this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding11.1 and this Agreement, without duplication.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) 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 (other than an Excluded Subsidiary), provided that, in each case, such Debt (y) shall be on terms acceptable to the Banks pursuant 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; (bii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (C) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) the Surviving Debt described on Schedule 10.1 hereto, 4.01(o) hereto and any extensionsRefinancing Debt, renewalsextending, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing;, (cE) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower and designed to hedge against fluctuations in interest rates or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees foreign exchange rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability;prudent business practice, (fF) unsecured Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of businessbusiness 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 (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of Persons who supply any Joint Venture) the Borrower incurrence of which would not result in a Default under Section 5.04 or a Subsidiary with raw materials utilized any other provision of this Agreement; (iii) in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt case of the Raw Material Supplier is incurred Parent Guarantor, Debt under the Loan Documents and under Customary Carve-Out Agreements; (iv) in the case of Enspire Finance LLC, ARC Dealership, Inc. and the Borrower, Debt under the Consumer Finance Credit Facilities not to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) exceed $250,000,000 in the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g);outstanding; and (hv) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby endorsement of negotiable instruments for deposit or otherwise obtained collection or similar transactions in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents;, Credit Agreement (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Capitalized Leases (including any Capitalized Leases included as Surviving Debt) and Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; Liens permitted by Section 5.02(a) (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwiseiv) and shall have such other terms and provisions as the Agent may reasonably require; (ii5.02(a)(vi) not to exceed in the aggregate amount of such Debt outstanding $15,000,000 at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and outstanding, (iii) the aggregate amount of such Surviving Debt, (iv) unsecured Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Domestic Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees its Subsidiaries incurred in the ordinary course of business with respect to surety for the deferred purchase price of property or services and appeal bondsaggregating, performance and return-of-money bondson a Consolidated basis, and other similar obligations not exceeding more than $20,000,000 at any one time outstanding One Million Dollars ($1,000,000) in aggregate liability;outstanding, (fv) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet of any Person that becomes a Subsidiary of the Domestic Borrower after the date hereof in accordance with GAAP entered into after the Closing Date, but only if terms of Section 5.02(g) which Debt is existing at the aggregate annual payments to be made under time such agreements do not exceed Five Hundred Thousand Dollars Person becomes a Subsidiary of the Domestic Borrower ($500,000other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Domestic Borrower), (vi) and only if such agreements are approved Debt in writing by the Agent, which approval respect of (A) Hedge Agreements as may be given required from time to time pursuant to Section 3.03(c), and (B) other Hedge Agreements (including those required pursuant to Section 5.01(o)) designed to hedge against fluctuations in interest rates or withheld in the Agent's sole discretion; (g) Guarantees, foreign exchange rates incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary business and consistent with raw materials utilized in the Borrower's or a Subsidiary's prudent business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) practice with the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall Agreement Value thereof not to exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) 5,000,000 at any time outstanding., (vii) Debt owed to the Domestic Borrower by a Subsidiary of the Domestic Borrower and Debt owed by the Domestic Borrower to a wholly-owned Subsidiary of the Domestic Borrower, which Debt (x) shall constitute Pledged Debt, and (y) shall be evidenced by promissory notes in substantially the form attached as Exhibit I or such other form satisfactory to the Administrative Agent; (viii) Debt arising from honoring a check, draft or similar instrument against insufficient funds; provided that such Debt is extinguished within five Business days of its incurrence; (ix) unsecured Debt incurred by Domestic Borrower to former employees in connection with the purchase or redemption of stock of Domestic Borrower not to exceed in the aggregate $2,000,000; (x) the Senior Subordinated Notes; provided that, after giving effect to the issuance of such Debt (A) no Default shall have occurred and be continuing Credit Agreement

Debt. The Borrower will not, shall not (and will shall not suffer or permit any Subsidiary of its Domestic Subsidiaries to) create, incur, create, assume, assume or permit to exist any Debt, except: (a) Debt to the Banks pursuant to the Loan DocumentsObligations; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingDeferred Taxes; (c) Intercompany purchase money Debt owed secured by one purchase money Liens and Capital Leases permitted under clause (d) or more (e) of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that Section 6.7 (i) the obligations of each obligor and refinancings of such purchase money Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after permitted by such time as any portion of such obligations shall become due and payable clause (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000d); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital incurred by SFC under the Receivables Funding Documents and the Ancillary Services and Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2Agreement; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liabilityDebt which constitutes Guaranteed Debt permitted under Section 6.6; (f) any other Debt arising owing by the Borrower or any Domestic Subsidiary in connection with non-competean aggregate principal amount not to exceed $25,000,000, consulting or other similar agreements which are classified as liabilities on its balance sheet provided, that (a) the Borrower supply to the Agent confirmation, in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments form and substance acceptable to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to any of the Borrower’s Accounts, Inventory or other assets sold, contributed or in which approval may be given a Lien has been granted pursuant to the Receivables Funding Documents or withheld the Collateral Documents (collectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt is to obtain a Lien upon any of the Borrower’s Real Property, such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in form and substance to the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the which constitutes intercompany Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)permitted under Section 6.2; (h) contingent hedging obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to swaps, caps and collar arrangements arranged by a Lender entered into for the Agent the title insurance policies required hereby or otherwise obtained sole purposes of hedging in the ordinary course of businessbusiness and consistent with industry practices (and not for speculative purposes); and (i) other Debt set forth in addition to that specifically described in clauses Schedule 3.11, but not (aI) through (h) of this Section 10.1 which any increase in the aggregate amount of any thereof or (II) any refinancing or refunding of any thereof so long as the Debt resulting from such refinancing or refunding (1) does not exceed One Million Dollars have an aggregate principal amount in excess of the Debt that was refinanced or refunded, ($1,000,0002) does not mature sooner than the Debt being refinanced or refunded, (3) does not rank at any the time outstandingof such refinancing or refunding senior to the Debt being refinanced or refunded and (4) does not contain terms (including, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and remedies) materially less favorable to the Borrower or to the Lenders than those applicable to the Debt being refinanced or refunded.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Restricted Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with respect prudent business practice with the aggregate Agreement Value thereof not to surety 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 appeal bonds(z) if evidenced by promissory notes, performance such promissory notes shall be in form and return-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 Documents 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 Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Restricted 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 Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of-money bonds, 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 (if any) and subordination (if any), and other similar obligations 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 exceeding 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 any the time outstanding One Million Dollars such Person becomes a Restricted Subsidiary of the Borrower ($1,000,000other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in aggregate liability; respect of obligations of the Loan Parties permitted hereunder, (f2) Debt described on Schedule 5.02(b)(iii)(F), (3) arising in connection with non-competeindemnity programs for employees and or agents, consulting and (4) in respect of loans and advances made to employees and/or agents pursuant to the Commission Advance Program or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP account of errors and omissions insurance coverage programs, (G) Debt under any insurance premium financing arrangement entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred 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 Persons who supply 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 or a Subsidiary is in compliance with raw materials utilized 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 Borrower's or a Subsidiary's business Triple Net Properties Limited Purpose Subsidiary that has incurred such Debt for Borrowed Money; provided, however, that notwithstanding the provisions of subsections (a "Raw Material Supplier"); provided that iii)(A) through (iiii)(H) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) above, the aggregate amount of the all Debt of Raw Material Suppliers at any time outstanding which described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is Guaranteed secured by the Borrower and the Subsidiaries Liens shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) 20,000,000 at any time outstanding.

Debt. The Borrower will not, and will not permit No Loan Party nor any Subsidiary toof a Loan Party shall create, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to the Loan DocumentsLoans and all other Obligations; (bii) Debt described on Schedule 10.1 heretoin respect of unsecured guarantees of Permitted Guaranteed Facilities; (iii) Debt secured by Liens permitted by Section 5.02(a)(iii); provided, and any extensions, renewals, or refinancings thereof so long as (ithat Debt permitted to be incurred pursuant to this Section 5.02(b)(iii) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed in the principal amount of such Debt which was outstanding and aggregate, the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by Threshold Amount at any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingtime outstanding; (civ) Intercompany Debt owed by one or more of the Subsidiaries to any Loan Party, which Debt shall (x) constitute Pledged Debt, (y) be on terms acceptable to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated Administrative Agent in right of payment to the obligations under the Loan Documents from its sole and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); absolute discretion and (iiiz) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000be otherwise permitted under Section 5.02(f); (dv) to the extent constituting Debt, (A) Debt (including Capital Lease Obligations in respect of performance bonds, workers’ compensation claims, unemployment insurance, employee compensation and in addition benefits, bid bonds, appeal bonds, custom bonds, surety bonds, completion guarantees, indemnification obligations, obligations to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees pay insurance premiums, take or pay obligations, completion guarantees and similar obligations incurred in the ordinary course of business with respect to surety and appeal bondsnot securing Debt for Borrowed Money and (B) bankers’ acceptance, performance and return-of-money bondsbank guarantees, letters of credit, warehouse receipt, bonds or similar instruments collateralized in full by amounts permitted under, and other similar obligations not exceeding at any time outstanding One Million Dollars to the extent secured by a ▇▇▇▇ described in, clause ($1,000,000d) in aggregate liabilityof the definition of Excepted Liens; (fvi) Debt arising in connection with non-competecurrent pay, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance non-amortizing, unsecured debt with GAAP entered into after a maturity date beyond the Closing Date, but only if Maturity Date of the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the AgentLoans, which approval may be given or withheld is subordinated in right of payment in full to the Agent's Obligations, subject to execution by such junior debt lenders of a subordination agreement in form and substance satisfactory to the Administrative Agent in its sole and absolute discretion; (gvii) GuaranteesGuaranteed Debt of a Loan Party or its Subsidiary in respect of any Debt of such Loan Party or any of its Subsidiaries otherwise permitted to be incurred under this Section 5.02(b); (viii) Debt under company debit cards, stored value cards, commercial cards or Cash management services incurred in the ordinary course of business in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; (ix) 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; (x) Debt incurred in the ordinary course of business in respect of obligations of Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (xi) Debt in respect of endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (hxii) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Debt in respect of the Agent the title financing of insurance policies required hereby or otherwise obtained premiums incurred in the ordinary course of business; (xiii) Debt representing deferred compensation, severance, pension and health and welfare benefits or the equivalent to current or former to employees, consultants or independent contractors of a Loan Party (or, to the extent such work is done for a Loan Party or its Subsidiaries, any direct or indirect parent thereof) and the Subsidiaries; (xiv) Debt arising under Hedge Agreements (other than Secured Hedge Agreement) permitted pursuant to Section 5.02(l) but only to the extent such Debt is unsecured without margining and adequate assurances requirements; (xv) Debt arising out of judgments or awards under circumstances not giving rise to an Event of Default; (xvi) Debt of the Borrower or any of its Subsidiaries to the extent subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders) in an aggregate principal amount not to exceed at any one time outstanding $150,000,000; and (ixvii) unsecured Debt in addition to of the Borrower or any of its Subsidiaries, including, without limitation, guarantees of Debt of the Parent, so long as such Debt has a final maturity date that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingis on or after January 1, 2029.

Debt. The Borrower will not, and will not permit Neither the Loan Party nor any Subsidiary to, incur, create, assume, of its Subsidiaries shall incur or permit to exist maintain any Debt, except: other than: (a) Debt to the Banks pursuant to the Loan Documents; Obligations; (b) Debt described on Schedule 10.1 hereto, trade payables and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt contractual obligations to suppliers and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, customers incurred in the ordinary course of business; (c) the Senior Notes, the Subordinated Debt and other Debt existing on the Closing Date and reflected in SCHEDULE 8.9 and refinancings, renewals and extensions of the Senior Notes, the Subordinated Debt of Persons who supply and such other Debt that have been notified to the Borrower or a Subsidiary with raw materials utilized Agent not less than ten (10) Business Days prior to the consummation thereof and are on terms and conditions (including interest rate, principal amortization and term, and, in the Borrower's case of the Subordinated Debt, subordination) not less favorable to the Loan Parties and the Lenders than the terms thereof when initially issued; (d) intercompany Debt permitted by clauses (g), (h) and (i) of the definition of Restricted Investment; (e) Debt consisting of interest rate Swap Agreements entered into the ordinary course of business with a Lender; (f) Debt in a principal amount not to exceed $3,000,000 outstanding at any time owing to, and secured by Liens in favor of, lessors or vendors of Equipment for the Loan Parties, or financial institutions designated by a Subsidiary's business (lessor or vendor, exclusive of any Loan Party or any Affiliate thereof, upon property constituting fixed or capital assets acquired by a "Raw Material Supplier")Loan Party in compliance with SECTION 9.23 hereof; provided provided, that (i) the any such Lien secures Debt not in excess of the Raw Material Supplier is incurred to enable such Person to provide raw materials to acquisition cost of the Borrower or a Subsidiary item of property subject thereto, and (ii) the aggregate amount such Lien does not extend to or cover any item of the property other than such property; (g) additional Debt of Raw Material Suppliers not to exceed at any time outstanding which is Guaranteed by the Borrower Aggregate Additional Debt and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower Investment Basket Amount; and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising Debt with respect to orders or judgments for the payment of money the amount of which would not result in an Event of Default under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingSECTION 11.1 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) 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 Banks pursuant 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; (bii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (C) the Surviving Debt described on Schedule 10.1 hereto, 4.01(o) hereto and any extensionsRefinancing Debt that extends, renewals, refunds or refinancings thereof so long as (i) the principal amount of refinances such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing;, (cD) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower or and designed to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated hedge against fluctuations in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees interest rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and returnprudent business practice, (E) Non-of-money bondsRecourse Debt 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 similar obligations provision of this Agreement, and (G) Unsecured Debt the incurrence of which would not exceeding at result in a Default under Section 5.04 or any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityother provision of this Agreement; (fiii) in the case of the Parent Guarantor, (A) Debt arising under the Loan Documents, (B) Obligations under any Customary Carve-Out Agreements related to Non-Recourse Debt permitted under Section 5.02(b)(ii)(E), (C) Debt in connection with non-compete, consulting respect of Completion Guaranties, (D) Debt in respect of Environmental Indemnities, (E) Debt under the ▇▇▇▇▇▇▇ Mac/ACC Loan; and (F) Unsecured Debt the incurrence of which would not result in a Default under Section 5.04 or any other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionprovision of this Agreement; (giv) Guarantees, incurred in the ordinary course case of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of ; (A) Two Million Dollars ($2,000,000) minus Debt in respect of Completion Guaranties, and (B) the aggregate amount Debt in respect of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g);Environmental Indemnities; and (hv) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby endorsements of negotiable instruments for deposit or otherwise obtained collection or similar transactions in the ordinary course of business; and provided that, notwithstanding anything herein to the contrary, (ix) no Loan Party shall, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to, create, incur, assume or suffer to exist any Debt in addition relating to that specifically described in the On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof, (y) no Unencumbered Controlled Property Subsidiary shall create, incur, assume or suffer to exist any Debt other than Debt under the Loan Documents and (z) subject to the terms of clauses (al) through and (hm) of the definition of Unencumbered Property Conditions and subject to compliance with the terms of Section 5.01(r), no Qualifying Subsidiary which is the owner or lessee of a Unencumbered Property or any interest therein shall create, incur, assume or suffer to exist any Debt other than Unsecured Debt permitted by this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingAgreement.

Debt. The Borrower will not, shall not (and will shall not suffer or permit any Subsidiary of its Domestic Subsidiaries to) create, incur, create, assume, assume or permit to exist any Debt, except: (a) Debt to the Banks pursuant to the Loan DocumentsObligations; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingDeferred Taxes; (c) Intercompany purchase money Debt owed secured by one purchase money Liens and Capital Leases permitted under clause (d) or more (e) of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that Section 6.7 (i) the obligations of each obligor and refinancings of such purchase money Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after permitted by such time as any portion of such obligations shall become due and payable clause (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000d); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital incurred by SFC under the Receivables Funding Documents and the Ancillary Services and Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2Agreement; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liabilityDebt which constitutes Guaranteed Debt permitted under Section 6.6; (f) any other Debt arising owing by the Borrower or any Domestic Subsidiary in connection with non-competean aggregate principal amount not to exceed $35,000,000, consulting or other similar agreements which are classified as liabilities on its balance sheet provided, that (a) the Borrower supply to the Agent confirmation, in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments form and substance acceptable to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to any of the Borrower’s Accounts, Inventory or other assets sold, contributed or in which approval may be given a Lien has been granted pursuant to the Receivables Funding Documents or withheld the Collateral Documents (collectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt is to obtain a Lien upon any of the Borrower’s Real Property, such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in form and substance to the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the which constitutes intercompany Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)permitted under Section 6.2; (h) contingent hedging obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to swaps, caps and collar arrangements arranged by a Lender entered into for the Agent the title insurance policies required hereby or otherwise obtained sole purposes of hedging in the ordinary course of businessbusiness and consistent with industry practices (and not for speculative purposes); and (i) other Debt set forth in addition Schedule 3.11 (or refinancing or refunding thereof), but not any refinancing that results in such Debt (I) having an aggregate principal amount in excess of the Debt that was refinanced or refunded, (2) maturing sooner than the Debt being refinanced or refunded, (3) ranking at the time of such refinancing or refunding senior to that specifically described in clauses the Debt being refinanced or refunded, and (a4) through containing terms (hincluding, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and remedies) of this Section 10.1 which in materially less favorable to the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingBorrower or to the Lenders than those applicable to the Debt being refinanced or refunded.

Debt. The Borrower will not, and nor will not it permit any Subsidiary of the Borrower to, incur, create, assume, assume or permit to exist any Debt, except: (a) Debt to the Banks Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, 9.9 to the Disclosure Letter and any extensions, renewals, renewals or refinancings thereof of such existing Debt so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, 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, extension or refinancing; (c) Intercompany Debt of a Subsidiary owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a another Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Guarantees and other Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations not exceeding at any time outstanding One Million Dollars including those of the type described in Section 11.2(f); ($1,000,000e) in aggregate liabilityDebt secured by Liens permitted by Section 11.2(g); (f) Debt arising of the type described in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after clause (j) of the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretiondefinition of Debt; (g) GuaranteesDebt 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 such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by ▇▇▇▇▇’▇ Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (j) Debt 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, ; (l) 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 Persons who supply the Borrower or a Subsidiary with raw materials utilized in and the Borrower's or a Subsidiary's business (a "Raw Material Supplier")Guarantors; provided that (i) at the Debt time of incurrence of such Debt, the Borrower shall be in pro forma compliance with Article 12 as of the Raw Material Supplier is incurred date of and after giving effect to enable such Person to provide raw materials to the Borrower or a Subsidiary incurrence and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gextent such Debt is secured, such Liens are permitted by Section 11.2(n); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (in) Debt in addition to that specifically the Debt described in the foregoing clauses (a) through (h) l), other Debt of this Section 10.1 Subsidiaries of the Borrower that are not Guarantors which in the aggregate does not exceed One Million Dollars (1) during the Covenant Restriction Period, $1,000,00060,000,000 and (2) thereafter, 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume, (i) Create or permit suffer to exist any DebtDebt if, except: immediately after giving effect to such Debt and the receipt and application of any proceeds thereof, the aggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis, would exceed (aA) Debt for the period from the Effective Date through the date eighteen months thereafter, 75%, and (B) at anytime thereafter, 65%, of the sum of the total consolidated stockholders' equity of the Borrower and its Subsidiaries as shown on the most recent consolidated balance sheet required to be delivered to the Banks pursuant to Section 5.01(b), and the Loan Documentsaggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis (it being understood that for purposes of determining compliance with this covenant, guarantees by the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not constitute Debt of the Borrower); (bii) not permit the Acquisition Subsidiary, Norcen or any of their respective Subsidiaries (collectively, the "Designated Subsidiaries") to incur any Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) which would result in the aggregate principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to any other Subsidiary) of all the Designated Subsidiaries, on a Subsidiary or owed by Borrower to a Subsidiaryconsolidated basis, exceeding US$1,400,000,000; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and and (iii) not permit any of its Subsidiaries (other than the aggregate amount of such Designated Subsidiaries) to incur any Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) would result in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, principal amount of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the other than Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (hother Subsidiary) of this Section 10.1 which in all Subsidiaries (other than the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingDesignated Subsidiaries), on a consolidated basis, exceeding US$150,000,000.

Debt. The Borrower will not, and FOC will not create, incur, assume or suffer to exist, or permit any Subsidiary toto create, incur, createassume or suffer to exist, assume, or permit to exist any Debt, exceptDebt other than the following: (a) Debt to of the Banks pursuant to Credit Parties under the Loan Credit Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the of FOC in respect of $150,000,000 in principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingits 6 5/8% Senior Notes due 2011; (c) Intercompany Debt owed (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred after December 31, 2002 to purchase, or to finance the purchase of, fixed assets and/or Debt incurred by one FOC and its Subsidiaries after December 31, 2002 with respect to which the creditor has no recourse to the debtor, but only to the property securing such Debt; provided, however, that the aggregate cumulative principal amount of all such Debt referred to above shall not exceed $10,000,000; (d) Capitalized Leases permitted under Section 7.5; (e) Debt of FPI to ConocoPhillips pursuant to the Conoco Operating Agreement, not to exceed $500,000 in the aggregate at any time outstanding; (f) Debt of FOC and the Borrower to brokerage firms listed on Schedule 6, and Debt of Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of such Subsidiaries in the purchase or more sale of commodity futures contracts or related options) to such brokerage firms; provided, however, that such Debt shall not exceed $5,000,000 in the aggregate at any time outstanding, without duplication, and shall relate only to commodity hedging activity in margin accounts that is permitted pursuant to Section 7.9; (g) the obligation of FEDRC to make “Contingency Earn-Up Payments” to Shell Oil Products US pursuant to the Asset Purchase and Sale Agreement dated as of October 19, 1999 among Shell Oil Products US, FEDRC and FOC; (h) Debt permitted by Section 7.8(c), (d) or (e) or Section 7.9; (i) the guaranty by FOC and its Subsidiaries of the Subsidiaries to obligations of FOC in respect of the Debt described in Section 7.4(b); and (j) Debt of FOC or the Borrower under any Hedge Agreement entered into with the purpose and effect of hedging interest rates on a principal amount of Debt of such Credit Party that is accruing interest at a fixed or to a Subsidiary or owed by Borrower to a Subsidiary; variable rate, provided that (i) the obligations of each obligor aggregate notional amount of such Hedge Agreement does not exceed 75% of the anticipated outstanding principal balance of the Debt shall to be subordinated in right hedged by such Hedge Agreement or 75% of payment to the obligations under the Loan Documents from and after such time as any portion an average of such obligations shall become due and payable (whether at stated maturityprincipal balances calculated using a generally accepted method of matching interest-rate swap contracts to declining principal balances, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount floating-rate index of each such Hedge Agreement hedging variable-rate Debt outstanding at any time which is owed generally matches the index used to determine the floating rates of interest on the corresponding Debt to be hedged by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and such Hedge Agreement, (iii) the aggregate amount fixed-rate index of each such Hedge Agreement hedging fixed-rate Debt outstanding at any time which generally matches the fixed rate(s) of interest on the corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge Agreement is owed by any Subsidiary organized in with a jurisdiction outside counterparty, or has a guarantor of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt obligation of the Raw Material Supplier counterparty, that is incurred to enable such Person to provide raw materials to the Borrower a Lender or a Subsidiary another well capitalized and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingnationally recognized hedging counterparty.

Debt. The Borrower will notNot, and will not permit any Subsidiary of the Loan Parties and their Subsidiaries to, create, incur, create, assume, or permit suffer to exist any Debt, exceptexcept the following: (ai) Debt to Obligations under this Agreement and the Banks pursuant to the other Loan Documents; (bii) Debt described on Schedule 10.1 heretoof any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and any extensions, renewals, or replacements, and refinancings thereof thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the principal amount of such Debt and Security Documents as additional collateral security for the interest rate charged thereon after such renewalObligations, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior the obligations under that demand note are subordinated to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from and after that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time as any portion outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of such obligations shall become due and payable commodity swap agreements of the Loan Parties (whether at stated maturity, by acceleration or otherwiseother than Holdings) and shall have such other terms their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and provisions not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the Agent may reasonably require; principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed guaranty by any Subsidiary organized in a jurisdiction outside of the United States Loan Parties (other than Holdings) and their Subsidiaries of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred a lease, sublease, license, or sublicense entered into in the ordinary course of business with by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect to surety and appeal bondsof netting services, performance and return-of-money bondsoverdraft protection, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) like services, in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guaranteeseach case, incurred in the ordinary course of business, ; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt of Persons who supply in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Borrower or a Subsidiary with raw materials utilized Term Loan Cap (as defined in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (iIntercreditor Agreement) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by and any permitted Refinancing (as defined in the Borrower and Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Subsidiaries Term Loan Cap shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant still be permitted hereunder to the permissions of subsection 10.5(g)extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (hxii) contingent obligations arising under indemnity agreements Debt owed to title insurers any person or entity providing property, casualty or liability insurance to cause such title insurers to issue any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the Agent extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the title insurance policies required hereby ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or otherwise purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of businessbusiness of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt arising under the Permitted ADM Factoring Arrangement; and (ixxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the an aggregate does amount not exceed One Million Dollars (at any time exceeding $1,000,000) 750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assume, permit, guarantee, or permit otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, except: (a) the Obligations and any other Debt to evidenced by this Agreement and the Banks pursuant to the other Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Capitalized Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, in an aggregate outstanding amount not in excess of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers $250,000 at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)one time; (hc) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Contingent Obligations resulting from the Agent the title insurance policies required hereby or otherwise obtained endorsement of instruments for collection in the ordinary course of business; (d) Permitted Acquired Indebtedness; (e) Debt in respect of Earnout Arrangements and Seller Notes incurred in connection with a Permitted Acquisition; (f) Debt consisting of loans or advances from time to time made by Borrower to JMP Securities in an aggregate outstanding amount at any one time not to exceed $15,000,000; (g) Debt incurred by JMP Securities and owed to Agent consisting of loans or advances from time to time made in connection with underwriting advances or lines of credit that are subject to the applicable FINRA form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable FINRA rules or under SEC Rule 15c3-1, so long as (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $15,000,000 of such loans is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (h) Debt of the CLO Entity; (i) Advances by Borrower or any of its Subsidiaries to Borrower, any Subsidiary, any Affiliate or an Excluded Fund for the purpose of funding overhead and other operating expenses, so long as (x) the aggregate amount of such advances made by a Loan Party during any fiscal year of Borrower does not exceed $1,000,000 and (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom; (j) Intercompany Debt advanced by an Obligor to a domestic Obligor, so long as such domestic Obligor is party to the Intercompany Subordination Agreement; (k) Guarantees by Borrower of any Debt of a Guarantor otherwise permitted hereunder and guarantees by any Guarantor of any Debt of Borrower or another Guarantor otherwise permitted hereby (in each case, other than Permitted Acquired Indebtedness); (l) Reimbursement obligations in respect of letters of credit issued after the Final Revolving Commitment Termination Date, to the extent that CNB elects not to issue such letters of credit under this Agreement (it being understood that if CNB does not notify Borrower that it has elected to issue such letters of credit under this Agreement within four (4) Business Days after the date when CNB receives a written request therefor from Borrower, CNB shall be deemed to have elected not to issue the requested letter of credit); (m) any Refinancing Debt in respect of any Debt identified on the Disclosure Statement with respect to this Section 6.1, or Debt described above in clauses (b), (d) or (l); and (in) Debt incurred by JMPCC and payable to JMPG in addition to that specifically described in clauses (a) through (h) an aggregate principal amount of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding10,000,000.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, Debt except: (a) Debt to of the Banks Borrower under this Agreement or the Notes, or under the Credit Agreement-Revolving Credit Facility and Notes issued pursuant to the Loan Documentsthereto; (b) Debt described on in Schedule 10.1 heretoII, and any extensions, including renewals, extensions or refinancings thereof so long as (i) thereof, provided that the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall thereof does not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingincrease; (c) Intercompany Debt owed by one or more of the Subsidiaries Borrower subordinated on terms satisfactory to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment Banks to the Borrower's obligations under this Agreement and the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Notes; (d) Debt (including Capital Lease Obligations and in addition of the Borrower to any such Subsidiary or of any Subsidiary to the Debt described on Schedule 10.1Borrower or another such Subsidiary; (e) accounts payable to trade creditors for goods or services which are not to exceed Two Million Dollars aged more than 180 days from billing date and current operating liabilities ($2,000,000other than for borrowed money) which are not more than 180 days past due, in each case incurred in the ordinary course of business and paid within the specified time, unless contested in good faith and by appropriate proceedings; (f) Debt in respect of letters of credit issued by Chase for the account of the Borrower or any such Subsidiary in an aggregate face amount outstanding at any time outstanding of up to $100,000; (g) Debt of the Borrower or any such Subsidiary secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)8.03; (h) contingent obligations arising Hedge Exposure under indemnity agreements to title insurers to cause such title insurers to issue to Hedge Agreements with any counterparty that was a Bank at the Agent time it entered the title insurance policies required hereby or otherwise obtained in the ordinary course of businessHedge Agreement, provided that Borrower and its Subsidiaries shall not enter into Hedge Agreements with any third party other than a Bank and that their maximum, aggregate Hedge Exposure shall not exceed $2,000,000 at any time; andor (i) Debt in addition to that specifically described in clauses A lease from the Oneida County Industrial Development Agency of the former Carl's Drug Company property, located at 5836 Success Drive, We▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, New York (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000"Rome Property") at any time outstandinga nominal annual rental, which lease will be accounted for as a Capital Lease, together with governmental financing of up to $1,100,000 for acquisition and improvement expenditures for the Rome Property.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries (other than the Regulated Subsidiaries and the AESC Companies) to exist create, incur, assume or suffer to exist, any DebtDebt other than pursuant to the Loan Documents, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such until the Closing Date, Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingin respect of the Existing Credit Agreement; (ciii) Intercompany Surviving Debt; (iv) unsecured intercompany Debt owed by one to AYE or more of the Subsidiaries any Subsidiary to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations extent permitted under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000Section 5.02(f); (dv) Debt in respect of Hedge Agreements (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1Commodity Hedge Agreements) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which AYE or any Subsidiary of AYE is exposed in the conduct of its business or the management of its liabilities as a result of AYE Refinancing Credit Agreement 75 fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof), Emissions Credits or energy attributes or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including any Capital Expenditures) of AYE or any Subsidiary of AYE (other than the Regulated Subsidiaries and the AESC Companies); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi) and Section 5.02(b)(vii) shall not exceed $7,500,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount, together with the aggregate principal amount of all Debt permitted under Section 5.02(b)(vi), not in excess of $7,500,000 at any time outstanding; (viii) Debt of any Person that either (x) is merged into or consolidated with AYE or any Subsidiary of AYE, or (y) becomes a Subsidiary of AYE after the date hereof in either case in accordance with the terms of Section 5.02(f), provided that with respect to surety clause (y) (A) such Debt is existing at the time such Person becomes a Subsidiary of AYE (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of AYE), (B) immediately after giving effect to the investment in such Subsidiary, no Default shall have occurred and appeal bonds, performance and return-of-money bondsbe continuing, and (C) such Debt is non-recourse to AYE or any other similar obligations not exceeding Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or to its Subsidiaries at any the time outstanding One Million Dollars ($1,000,000) in aggregate liabilityof such investment); (fix) Debt arising in connection with non-competefrom the honoring by a bank or financial institution of a check, consulting draft or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars instrument inadvertently ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld except in the Agent's sole discretion; (gcase of daylight overdrafts) Guarantees, incurred drawn against insufficient funds in the ordinary course of business, of so long as such Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)covered within five Business Days; (hx) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title Debt in respect of workers’ compensation claims, self-insurance policies required hereby obligations, bankers’ acceptance and performance and surety bonds provided by AYE or otherwise obtained any Subsidiary of AYE in the ordinary course of business; and; (ixi) Debt that may be deemed to arise as a result of agreements of AYE or any of Subsidiary of AYE providing for indemnification, adjustment of purchase price or any similar obligations, in addition each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of AYE consummated not in contravention of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by AYE or such Subsidiary in connection with such sale or disposition; AYE Refinancing Credit Agreement 76 (xii) Debt of AYE represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of AYE or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby) AYE would be in compliance with Section 5.02(f)(v); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of any Borrower or any of Subsidiary of any Borrower in accordance with applicable requirements under Applicable Law with respect to the provision of goods or services to AYE or such Subsidiary; (xiv) other unsecured Debt of AYE or any Subsidiary of AYE not to exceed $20,000,000 at any time outstanding; provided such Debt has a scheduled maturity date that specifically described is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xv) unsecured Debt in respect of obligations of AYE or any Subsidiary of AYE to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations (A) are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money, (B) are not more than 90 days past due and (C) are not subject to a Contest; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (ai), (iii), (vi), (vii), (viii) through and (hxiv) of above or this Section 10.1 which clause (xvi); (xvii) Debt or Contingent Obligations incurred by AYE or its Subsidiaries in connection with loans and advances to its employees in the ordinary course of its business as presently conducted in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (xviii) secured or unsecured Debt owed to PNC Bank, National Association from time to time in connection with the extension of credit to AYE or its Subsidiaries for the account of one or more employees or departments of AYE or its Subsidiaries in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of AYE or its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (xix) unsecured Debt incurred by AYE, any Regulated Subsidiary or any Buffalo Creek SPV in connection with the Buffalo Reserve Project and/or any Joint Ventures in an aggregate amount not to exceed $75,000,000 at any time outstanding; provided that such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xx) Services Corp Regulated Debt; and AYE Refinancing Credit Agreement 77 (xxi) Services Corp AESC Debt in an aggregate amount not to exceed One Million Dollars ($1,000,000) 17,500,000 at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to the Banks pursuant to under the Loan Documents; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any 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) 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)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $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 10.1 hereto, 4.01(n) hereto and any extensionsRefinancing Debt extending, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Existing Debt, if any, prior to such renewal, extension, or refinancing;, (cD) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower and designed to hedge against fluctuations in interest rates or to a Subsidiary foreign exchange rates incurred as required by this Agreement or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business and consistent with prudent business practices, (E) 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 surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or any Subsidiary that does not own a Subsidiary and (ii) the aggregate Borrowing Base Asset only, Recourse Debt not secured by any Lien in an amount not to exceed 5% of the Debt of Raw Material Suppliers Total Asset Value at any one time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)outstanding; (hiv) contingent Recourse Debt of the 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 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations arising of the Borrower and/or such Property-Level Subsidiary or Joint Venture under indemnity agreements to title insurers to cause such title insurers to issue 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 under Customary Carve-Out Agreements; (vi) with respect to the Agent Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the title insurance policies required hereby incurrence of which would not result in a Default under Section 5.04 or otherwise obtained 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 (iviii) any other Debt in addition not to that specifically described in clauses (a) through (h) of this Section 10.1 which exceed $5,000,000 in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingoutstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) 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 (other than an Excluded Subsidiary), provided that, in each case, such Debt (y) shall be on terms acceptable to the Banks pursuant 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; (bii) 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)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) the Surviving Debt described on Schedule 10.1 hereto, 4.01(o) hereto and any extensionsRefinancing Debt, renewalsextending, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, refunding or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Surviving Debt, if any, prior to such renewal, extension, or refinancing;, (cE) Intercompany Debt owed in respect of Hedge Agreements entered into by one or more of the Subsidiaries to the Borrower and designed to hedge against fluctuations in interest rates or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees foreign exchange rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability;prudent business practice, (fF) unsecured Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of businessbusiness 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, (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of Persons who supply any Joint Venture) in respect of Assets other than Unencumbered Assets, the Borrower incurrence of which would not result in a Default under Section 5.04 or a Subsidiary with raw materials utilized any other provision of this Agreement, and (H) Recourse Debt in an amount not to exceed in the Borrower's or a Subsidiary's business aggregate the sum of (a "Raw Material Supplier"); provided that 1) 5% of Total Asset Value, plus (i2) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) amount, if any, by which $200,000,000 exceeds the aggregate amount of the Debt of Raw Material Suppliers Revolving Credit Facility; provided, however, that if at any time outstanding which is Guaranteed the Parent Guarantor shall maintain a Debt Rating from S&P of at least BBB—or a Debt Rating from ▇▇▇▇▇’▇ of at least Baa3, then the limitation set forth above in this clause (H) shall not apply and Recourse Debt shall be permitted to the extent the incurrence of such Recourse Debt would not result in a Default or Event of Default by the Borrower and the Subsidiaries shall not exceed the sum Parent Guarantor in respect of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(gits financial covenants in Section 5.04(a); (hiii) contingent obligations arising in the case of the Parent Guarantor or any of its Subsidiaries, Debt under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby Customary Carve-Out Agreements; and (iv) endorsement of negotiable instruments for deposit or otherwise obtained collection or similar transactions in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, Debt except: (a) Debt to of the Banks Borrower under this Agreement or the Notes, or under the Credit Agreement - Term Loan Facility and Notes issued pursuant to the Loan Documentsthereto; (b) Debt described on in Schedule 10.1 heretoII, and any extensions, including renewals, extensions or refinancings thereof so long as (i) thereof, provided that the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall thereof does not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingincrease; (c) Intercompany Debt owed by one or more of the Subsidiaries Borrower subordinated on terms satisfactory to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment Banks to the Borrower's obligations under this Agreement and the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Notes; (d) Debt (including Capital Lease Obligations and in addition of the Borrower to any such Subsidiary or of any Subsidiary to the Debt described on Schedule 10.1Borrower or another such Subsidiary; (e) accounts payable to trade creditors for goods or services which are not to exceed Two Million Dollars aged more than 180 days from billing date and current operating liabilities ($2,000,000other than for borrowed money) which are not more than 180 days past due, in each case incurred in the ordinary course of business and paid within the specified time, unless contested in good faith and by appropriate proceedings; (f) Debt in respect of letters of credit issued by Chase for the account of the Borrower or any such Subsidiary in an aggregate face amount outstanding at any time outstanding of up to $100,000; (g) Debt of the Borrower or any such Subsidiary secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)8.03; (h) contingent obligations arising Hedge Exposure under indemnity agreements to title insurers to cause such title insurers to issue to Hedge Agreements with any conterparty that was a Bank at the Agent time it entered into the title insurance policies required hereby or otherwise obtained in the ordinary course of businessHedge Agreement, provided that Borrower and its Subsidiaries shall not enter into Hedge Agreements with any third party other than a Bank and that their maximum, aggregate Hedge Exposure shall not exceed $2,000,000 at any time; andor (i) Debt in addition to that specifically described in clauses A lease from the Oneida County Industrial Development Agency of the former Carl's Drug Company property located at 5836 Success Drive, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Rome, New York (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000"Rome Property") at any time outstandingnominal annual rental, which lease will be accounted for as a Capital Lease, together with governmental financing of up to $1,100,000 for acquisition and improvement expenditures of the Rome Property.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of ---- its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the Banks pursuant to the Loan Documents;ordinary course of business and consistent with prudent business practice, (bB) Subordinated Debt evidenced by the Subordinated Notes not to exceed in the aggregate $95 million at any time outstanding, and (C) Debt described on Schedule 10.1 heretoevidenced by the Senior Notes not to exceed in the aggregate (1) if the Subordinated Notes are outstanding, and $280 million at any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was time outstanding and (2) if the interest rate which was in effect immediately prior to such renewalSubordinated Notes are not outstanding, extension, or refinancing and $375 million at any time outstanding, (ii) such Debt shall not be secured by in the case of any assets other than assets securing such DebtSubsidiary of the Borrower or the Alliances, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary of the Borrower or the Alliances, provided that, in each case, such Debt (x) shall, in the case of Debt owed by Borrower to a Subsidiary; provided that Loan Party, constitute Pledged Debt and (iy) the obligations of each obligor of such Debt shall be subordinated evidenced by promissory notes in right of payment form and substance satisfactory to the obligations Administrative Agent, and provided further that Debt owed to the Borrower by the Alliances shall not exceed $250 million at any time outstanding; (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000);Documents, (dB) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1x) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP Capitalized Leases entered into after the Closing Date, but only if the aggregate annual payments Effective Date not to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars (together with any outstanding principal amount of Debt permitted under clause (C) and (E) below) $1,000,000) 50 million at any time outstanding., and (y) in the case of Capitalized Leases to which any Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases,

Debt. The Borrower will not, and nor will not it permit any Subsidiary its Subsidiaries to, create, incur, create, assume, assume or permit suffer to exist any Debt, Debt except: (a) Debt to the Banks pursuant to the this Agreement or an Incremental Term Loan DocumentsAgreement; (b) Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (c) Debt described on Schedule 10.1 heretoof 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 extensionsSubsidiary in connection with its acquisition (whether by merger, renewalsconsolidation, acquisition of all or refinancings thereof so long as 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 interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt shall not be secured by any assets other than assets securing or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, if anyand of all Debt previously incurred or assumed pursuant to this Section 7.09(c), prior to such renewaland then outstanding, extension, or refinancing; (c) Intercompany Debt owed by one or more shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries to the Borrower or to (and such Person on a Subsidiary or owed by Borrower to a Subsidiary; provided that (ipro forma basis) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)then most recently ended; (d) Debt (including Capital Lease Obligations in the form of taxes, assessments, governmental charges or levies and in addition claims for labor, materials and supplies to the Debt described on Schedule 10.1) extent that payment therefor shall not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2be past due; (e) Guarantees incurred in the ordinary course all obligations of business with respect to surety such Person arising under letters of credit (including standby and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilitycommercial); (f) Debt arising in connection with non-compete, consulting solely resulting from a pledge of the membership interests or other similar agreements which are classified as liabilities on its balance sheet equity interests in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing a Designated Joint Venture owned by the Agent, which approval may be given Borrower or withheld in the Agent's sole discretiona Subsidiary securing indebtedness of such Designated Joint Venture; (g) Guarantees(i) the Senior Notes existing as of the Third Amendment Effective Date and (ii) other Debt of the Borrower so long as, incurred after giving effect to the incurrence of such Debt, the Borrower is in compliance with Section 7.02; (h) other Debt of the Subsidiaries of the Borrower so long as, after giving effect to the incurrence of such Debt, the aggregate outstanding principal amount of all such Debt outstanding under this clause (h) does not exceed 2.5% of Consolidated Net Tangible Assets at the time of incurrence; (i) any Debt of a direct or indirect Subsidiary of the Borrower to the Borrower or any other direct or indirect Subsidiary of the Borrower in connection with intercompany arrangements; (j) Debt in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion and performance guarantees and similar obligations required by Law, contract or Governmental Authorities, in each case provided in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is including those incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary secure health, safety and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent environmental obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (k) guarantees of Debt of the Borrower or any Subsidiary of the Borrower expressly permitted to be incurred under this Agreement. For the avoidance of doubt, for purposes of determining compliance with this Section 7.09, (i) in the event that an item of Debt (or any portion thereof) meets the criteria of more than one of the categories of Debt permitted in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which 7.09, the Borrower may, in its sole discretion, classify (and subsequently reclassify), at the aggregate does not exceed One Million Dollars time of incurrence or any time thereafter, such item of Debt ($1,000,000or any portion thereof) in any such category and will only be required to include such Debt (or any portion thereof) in one of the categories of Debt permitted in this Section 7.09; and (ii) at the time of incurrence or at any time outstandingthereafter, the Borrower may, in its sole discretion, divide and classify (and subsequently reclassify) an item of Debt (or any portion thereof) in more than one of the categories of Debt permitted in this Section 7.09.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (a) Debt to the Banks pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2;case of the Borrower, (eA) Guarantees 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 Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to surety any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and appeal bonds(b) with respect to any Subsidiary of the Borrower that is not a Loan Party, performance Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and return-of-money bondstheir Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, and other similar obligations Debt secured by Liens permitted by Section 5.02(a)(iv) not exceeding to exceed in the aggregate $10,000,000 at any time outstanding One Million Dollars outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause ($1,000,000B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in aggregate liabilitythe event that a Default has occurred and is continuing; (fC) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt arising of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with the terms of Section 5.02(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; (E) 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 event that a Default has occurred and is continuing; (F) 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 non-competesuch extension, consulting refunding or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionrefinancing; (gG) Guarantees, incurred 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, ; (I) Debt in respect of letters of credit in an aggregate amount not to exceed $10,000,000 at any time outstanding; (J) Debt in respect of indemnification 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; (L) Guarantee obligations of the Guarantors in respect of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"permitted pursuant to Section 5.02(b)(i)(C); provided and (M) Permitted Convertible Indebtedness; provided, that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant shall deliver to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue Administrative Agent a certificate from a Responsible Officer, in form and detail reasonably satisfactory to the Agent Administrative Agent, confirming the title insurance policies required hereby or otherwise obtained foregoing and demonstrating compliance with the financial covenants set forth in the ordinary course of business; and Section 5.04 after giving effect thereto on a pro forma basis, (iC) such Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does is not exceed One Million Dollars ($1,000,000) at any time outstandingguaranteed by any Subsidiary that is not a Guarantor, (D) the terms thereof 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 (E) no such Debt shall (x) have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the date that is 91 days after the Termination Date with respect to the Revolving A Credit Facility or (y) be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal (including early conversion triggers) other than those that, in the Borrower’s good faith judgment, are customary for such Debt (it being understood that any mandatory redemption, mandatory repurchase or other mandatory prepayments contained in the 2021 Convertible Notes shall be deemed customary in the Borrower’s good faith judgment).

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assume, assume or permit suffer to exist any Debt, exceptexcept for: (a) Debt to under this Agreement and the Banks pursuant to the other Loan Documents; (b) Debt described on Schedule 10.1 hereto, inter-company indebtedness between Borrower and a Subsidiary or between any extensions, renewals, two or refinancings thereof more Subsidiaries so long as (i) any such inter-company indebtedness owed by Borrower or a Principal Subsidiary to a Principal Subsidiary is subordinated to the principal amount Loans pursuant to a subordination agreement in the form of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingExhibit J; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000)Non-Recourse Debt; (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at arising under any time outstanding secured by purchase money Liens Hedge Agreements permitted by under Section 10.27.15; (e) Guarantees incurred any Permitted Private Placement Debt and any guaranty thereof made by any Guarantor Subsidiary in favor of the ordinary course holders 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 One Million Dollars ($1,000,000) in aggregate liabilitysuch Permitted Private Placement Debt; (f) Debt arising direct or contingent obligations under Outside Letters of Credit that are Financial Letters of Credit in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments an amount not to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion25,000,000 at any time; (g) Guarantees, incurred in unsecured liabilities of Borrower arising from the ordinary course of business, of Debt of Persons who supply the Borrower bond or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g)undertaking required under Section 6.17; (h) contingent obligations arising any Debt deemed to exist with respect to any transaction permitted pursuant to Section 7.5; (i) the “Guaranteed Obligations” under indemnity agreements to title insurers to cause the Revolving Credit Agreement, provided that the “Outstanding Obligations” thereunder do not exceed $700,000,000 in principal amount outstanding at any time, and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business“Guaranteed Obligations”; and (ij) Debt in addition to that specifically described in not otherwise permitted under clauses (a) through (hi) of this Section 10.1 which above in the aggregate does a principal amount not to exceed One Million Dollars ($1,000,000) 150,000,000 outstanding at any time outstandingthat is either secured (as permitted under Section 7.1) or unsecured and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such Debt.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assume, assume or permit suffer to exist any Debt, exceptDebt other than: (ai) Debt to the Banks incurred pursuant to the Loan Documentsthis Agreement; (bii) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such unsecured Subordinated Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Permitted Subordinated Debt, if any, prior to such renewal, extension, or refinancing; (ciii) Intercompany accrued expenses, current trade payables and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money; (iv) unsecured Debt owed by one or more (x) of the Subsidiaries any Subsidiary to the Borrower or (y) of any Subsidiary to a Subsidiary or owed by and (z) of the Borrower to a any Subsidiary; , provided that (i) the obligations of each obligor of any such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable this clause (whether at stated maturity, by acceleration or otherwiseiv) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business consistent with respect past practice and is evidenced by one or more promissory notes pledged to surety the Agent pursuant to the Security Agreements; (v) Contingent Obligations permitted by SECTION 6.4; (vi) other Consolidated Debt (including, without limitation, Debt secured by liens described in clauses (E) and appeal bonds, performance (G) of the definition of Permitted Liens and return-of-money bonds, and other similar obligations not exceeding Capital Lease Obligations) in an aggregate principal amount at any time outstanding One Million Dollars (not to exceed $1,000,000) in aggregate liability;20,000,000 for the Borrower and its Subsidiaries; and (fvii) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP of the Borrower under any Interest Rate Protection Agreements (if any) entered into after with one or more Lenders in respect of the Closing Date, but only if the aggregate annual payments Debt incurred pursuant to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier")this Agreement; provided that (i) the Debt notional amount of the Raw Material Supplier is incurred to enable all such Person to provide raw materials to the Borrower or a Subsidiary and (ii) agreements at any time shall not exceed the aggregate amount of the Debt of Raw Material Suppliers Commitments at any time outstanding which is Guaranteed by such time. The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of Subordinated Debt (on terms acceptable to the Required Lenders in their sole discretion) within five (5) Business Days after the Agent's and the Subsidiaries Lender's receipt of information regarding the amount and material terms thereof; provided, however, the failure to approve or disapprove such Subordinated Debt during such period shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingconstitute approval.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist any Debt, except: (a) Debt to described in Schedule 9.01, including renewals, extensions or refinancings thereof, provided that the Banks pursuant to the Loan Documentsprincipal amount thereof does not increase; (b) other Debt described of the Company subordinated on Schedule 10.1 heretoterms satisfactory to the Lenders to the Company's obligations under this Agreement and the Notes, the Letters of Credit and Letter of Credit Agreements and any extensions, renewals, or refinancings thereof so long as (i) the other Security Instrument in an aggregate principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not to exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by $25,000,000 at any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingone time outstanding; (c) Intercompany Debt owed by one or more of the Subsidiaries Company to any Guarantor or any other Subsidiary which becomes a Guarantor prior to the Borrower incurrence of such Debt, and Debt of any Guarantor or any such Subsidiary to the Company or to a Subsidiary any other Guarantor or owed by Borrower to a any such Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt of the Company to any Subsidiary (including Capital Lease Obligations and in addition other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) or Debt described on Schedule 10.1of any Subsidiary (other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) to the Company in an aggregate principal amount not to exceed Two Million Dollars (exceeding $2,000,000) in the aggregate 5,000,000 at any one time outstanding secured by purchase money Liens permitted by Section 10.2outstanding; (e) Guarantees accounts payable (other than for borrowed money) to trade creditors for goods or services incurred in the ordinary course of business with respect to surety and appeal bondswhich are not in excess of 30 days past the due date, performance or, if greater than 30 days past due, are being contested in good faith and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liabilityby appropriate proceedings; (f) Debt arising of the Company and any Subsidiary (other than newly-formed single purpose entity Subsidiaries created specifically for the purpose of investing in connection with non-competeproject finance transactions) incurred to purchase or to finance the purchase of, consulting or other similar agreements which are classified fixed assets in an aggregate principal amount not exceeding as liabilities on to the Company and its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars (Subsidiaries $500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion25,000,000 at any time outstanding; (g) Guarantees, Debt of the Company incurred in the ordinary course of business, business in connection with performance bonds required of Debt operators by the Minerals Management Service or other state or governmental agencies which the Company is required to post in connection with its activities as operator of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred Oil and Gas Properties up to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers $25,000,000 at any one time outstanding; provided, however, any outstanding which is Guaranteed by utilization of performance bonds in excess of $5,000,000 shall reduce the Borrower and the Subsidiaries shall not exceed the sum availability on a dollar-for-dollar revolving basis of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries Revolving Credit Loans pursuant to the permissions of subsection 10.5(gSection 2.01(a); (h) contingent obligations arising Debt of the Company in respect of judgment liens excepted under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; andSection 9.03; (i) Debt in addition to that specifically described in clauses of the Company and its Subsidiaries under Capital Leases (aand any extensions or renewals thereof or substitutions therefor) through (h) of this Section 10.1 which do not in the aggregate does require the Company and its Subsidiaries on a consolidated basis to make payments (including, without limitation, rent, taxes, insurance, maintenance and similar expense which the Company or any Subsidiary is required to pay under the terms of any Capital Lease) in any calendar year in excess of $10,000,000; (j) Debt of the Company under or in respect of the Indenture and the Senior Subordinated Notes issued thereunder, and all amendments, supplements, renewals, extensions or refinancings thereof; provided, however, that (i) the aggregate principal amount of the Senior Subordinated Notes shall not exceed One Million Dollars $175,000,000, provided, however, that the Company may enter into supplements to the Indenture having the effect of increasing the aggregate principal amount of the Senior Subordinated Notes with the prior written consent of the Required Lenders, ($1,000,000ii) at payment of principal of, premium, if any, interest and other amounts owing or to be owing under, in connection with or evidenced by the Indenture or the Senior Subordinated Notes shall be subordinated to the payment of the Indebtedness on terms substantially as those set forth therein as of the Closing Date or otherwise reasonably satisfactory to the Administrative Agent, (iii) any time outstandingamendment, supplement, renewal, extension or refinancing of the Indenture or any Senior Subordinated Note shall be on terms, taken as a whole, no more restrictive to the Company than the terms of the Indenture and the Senior Subordinated Notes as they exist on the Closing Date, provided, further, however, with respect to subclause (ii) hereof, the Indenture and the Senior Subordinated Notes may be prepaid with net proceeds of an equity offering, provided, further, however, if any refinancing of the Debt of the Company under or in respect of the Indenture or any Senior Subordinated Note permitted by the terms of this Agreement results in the Company receiving net proceeds in excess of the aggregate principal amount of the Senior Subordinated Notes outstanding on the Closing Date, the Borrowing Base shall be redetermined in accordance with Section 2.09; (k) Debt of the Company in connection with the Letters of Credit listed on Schedule 1.02(b); and (l) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, createIncur, assume, guarantee or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt to incurred or created hereunder and under the Banks pursuant to the other Loan DocumentsDocuments (including Debt created under Section 2.09); (b) Debt described outstanding on (or made pursuant to binding commitments existing on) the Effective Date as set forth on Schedule 10.1 hereto, 6.01(b) and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancingPermitted Refinancings thereof; (c) Intercompany (i) Debt owed incurred or assumed by one the Company or more any of the Restricted Subsidiaries for the purpose of financing (except with respect to the Borrower 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 a Subsidiary or owed by Borrower to a Subsidiarythis paragraph (c) shall not exceed $300,000,000; (d) intercompany Debt among the Company and its Subsidiaries; provided that (ix) upon request of the obligations of each obligor of 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 under Obligations pursuant to the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturityAffiliate Subordination Agreement, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iiiz) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower corresponding Investment shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens be permitted by Section 10.2Sections 6.07(c), (r) or (t); (e) Guarantees incurred Debt of Subsidiaries that are not Loan Parties 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 an aggregate principal amount outstanding at any time outstanding One Million Dollars (not to exceed the Dollar equivalent of $1,000,000) in aggregate liability300,000,000; (f) Debt arising 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 assumed in connection with non-competePermitted Acquisitions; provided, consulting 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 Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or other similar agreements 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 are classified financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as liabilities on its balance sheet in accordance applicable, and (B) with GAAP entered into after respect to Section 6.14, as of the Closing Datedate thereof, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars and ($500,000ii) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretionany Permitted Refinancing thereof; (gh) Guarantees[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 Debt of Persons who supply the Borrower purchase price (including customary earnouts) or similar adjustments incurred in connection with a Subsidiary with raw materials utilized in the Borrower's Permitted Acquisition or a Subsidiary's business (a "Raw Material Supplier"); provided that any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the Debt honoring by a bank or other financial institution of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower a check, draft or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained 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 ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank 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 Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of 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 each case, issued or created in the ordinary course of business and consistent with 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 of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan 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 addition 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 specifically described 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 clauses (a) through (h) each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this Section 10.1 which 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 the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate does 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 and events of default set forth in the 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 good faith; (vi) 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 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 the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or (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 by the Equity Interests of 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 One Million Dollars the greater of (A) $1,000,000) 3,000,000,000 at any time outstandingoutstanding 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) such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the 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 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 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. The Borrower will notCreate, and will not incur, assume or permit to exist, or permit any Subsidiary toto create, incur, create, assume, assume or permit to exist 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 (ai) Debt incurred pursuant to the Banks Agreement and the other Loan Documents, (ii) Debt incurred pursuant to the Suburban Loan Documents; (iii) Debts, revolving lines of credit and lease obligations of Borrower existing as of, and disclosed to Bank prior to, the date of the Agreement (including $6,000,000 of unsecured debt of the Borrower to Mellon, $4,000,000 of unsecured debt of Suburban to Mellon, and $4,000,000 of unsecured debt of NMUI to First Security Bank (or successors), (iv) secured indebtedness for purchase money financing of equipment which is permitted under Section 6.02 (e)(iii) not to exceed an aggregate of $500,000, (v) unsecured funded bank debt not to exceed aggregate of $28,000,000 between the date hereof and December 31, 2003, and $24,000,000 thereafter (including, without limitation, unsecured funded bank debt incurred pursuant to the Loan Documents; Documents and the Suburban Loan Documents and unsecured funded bank debt to Mellon as described in clause (biii) above), (vi) Debt described on Schedule 10.1 heretoincurred pursuant to the Debentures not to exceed $20,000,000, (vii) secured term Debt incurred by Windermere Utility Company not to exceed $10,000,000 and any extensions, renewals, or refinancings thereof so long as (i) the principal amount Borrower's guaranty of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior (viii) obligations owing to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed Bank by Borrower to in respect of a Subsidiary; provided that (i) standby letter of credit issued for the obligations benefit of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturityCapistrano Valley Water District, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iiiix) the aggregate amount of such intercompany Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees 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 One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the between Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and (i) Debt in addition to that specifically described in clauses (a) through (h) of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingits majority-owned Subsidiaries."

Debt. The Borrower will not, and will not permit Neither Holdings nor any Subsidiary to, incur, create, assume, of its Subsidiaries shall incur or permit to exist maintain any Debt, except:other than the following Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted Debt”): (a) Debt to the Banks pursuant to the Loan DocumentsObligations; (b) Debt described on Schedule 10.1 hereto8.13, and any extensions, renewals, or refinancings thereof so long as Refinancing Debt thereof; (c) (i) Capital Leases and 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 and (B) the aggregate principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall (including Capital Leases) outstanding does not exceed $150,000,000 at any time; and (ii) purchase money secured Debt incurred to 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 (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) Debt of any Subsidiary that is not an Obligor to any Obligor, the net amount of which was outstanding 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 any such Investment during such Fiscal Year) made under clause (i) of the definition of “Permitted Investments” during such Fiscal Year and the interest rate which was 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 effect immediately the aggregate outstanding at any time; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Subsidiary; (f) Guarantees permitted under Section 8.12; (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, provided that such Debt is extinguished within five Business Days of its incurrence; (h) Debt of any Obligor to another Obligor; (i) Debt of any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (j) Debt of any Obligor or Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (k) Debt of any Obligor or Subsidiary that is subordinated to the payment in full of the Obligations on terms and conditions satisfactory to the Agent; provided that (i) such Debt matures on or after, and requires no scheduled payments of principal prior to such renewalto, extension, or refinancing the date that is six months after the Stated Termination Date and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective); (l) other Debt in an aggregate outstanding principal amount for all Obligors and Subsidiaries not to exceed $50,000,000 at any time; (m) Debt representing deferred compensation, severance and health and welfare retirement benefits to current and former employees of Holdings and its Subsidiaries incurred in the ordinary course of business; (n) Debt consisting of obligations of Holdings or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (o) Debt consisting of the financing of insurance premiums; (p) Debt incurred in connection with customary cash management practices of any Obligor or any Subsidiary of an Obligor owing (i) to any Obligor or (ii) to any Subsidiary, the amount of which 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 any such Investment during such Fiscal Year) made under clause (i) of the definition of “Permitted Investments” during such Fiscal Year and the amount of Debt incurred under clause (d) 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 (p)(ii), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (d) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time; (i) Non-Recourse Debt of any Receivables Entity in respect of any Qualified Receivables Transactions and (ii) any Debt under Standard Securitization Undertakings; (r) Debt secured by Real Estate of the Obligors and their Subsidiaries pursuant to transactions permitted under Section 8.20; (s) Debt of any Subsidiary that is not an Obligor; provided that (i) such Debt shall is not be guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason or representations or warranties, agreement of the parties, operation of law or otherwise, and (iii) such Debt is not secured by any assets other than assets securing of such Subsidiary; (t) unsecured Debt of Holdings, provided that (i) such Debt matures on or after, and requires no scheduled payments of principal or any sinking fund or similar payments prior to, the date that is six months after the Stated Termination Date, and (ii) both before and immediately after the incurrence of such Debt, if any, prior to the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such renewal, extension, or refinancing;covenants are otherwise effective); and (cu) Intercompany other unsecured Debt owed by one or more of the in an aggregate outstanding principal amount for all Borrowers and Subsidiaries not to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiaryexceed $200,000,000 at any time; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration matures on or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bondsafter, and other requires no scheduled payments of principal or any sinking fund or similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (f) Debt arising in connection with non-competepayments prior to, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into the date that is six months after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary Stated Termination Date and (ii) both before and immediately after the aggregate amount incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective). For purposes of determining compliance with this Section 8.13, in the event that an item of Debt meets the criteria of more than one of the types of Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained described in the ordinary course above clauses, Holdings, in its sole discretion, may classify and reclassify such item of business; and (i) Debt and only be required to include the amount and type of such Debt in addition to that specifically described in clauses (a) through (h) one of this Section 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstandingsuch clauses.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assumeassume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Debt, except: (ai) Debt to of the Banks Borrower under the Financing Documents (including Debt incurred pursuant to the Loan Documents; (b) Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000Section 2.14); (dii) secured Debt (including Capital Lease Obligations and of the Borrower in addition an aggregate principal amount, when combined with the aggregate principal amount of Debt incurred pursuant to the Debt described on Schedule 10.1) Section 2.14, not to exceed Two Million Dollars ($2,000,000) in the aggregate 200,000,000 at any time outstanding secured by purchase money Liens permitted by Section 10.2outstanding; (eiii) Guarantees incurred Surviving Debt; (iv) unsecured Debt owed to the Parent, the Borrower or any Subsidiary of the Borrower so long as such Debt is subordinated to the Advances in accordance with the Affiliate Subordination Terms and to the extent such Debt is owed to any Loan Party such Debt constitutes Pledged Debt; (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including Capital Expenditures); provided that such Debt is incurred prior to or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditures; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi), when combined with the aggregate principal amount of Debt incurred in connection with Capitalized Leases permitted under Section 5.02(b)(vii) shall not exceed $100,000,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 5.02(b)(vi), not in excess of $100,000,000 at any time outstanding; (viii) Debt of any Person that (x) is merged into or consolidated with the Borrower or any Subsidiary or (y) becomes a Subsidiary of the Borrower after the date hereof in either case in accordance with the terms of Section 5.02(f); provided that (A) such Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), (B) immediately after giving effect to the investment in such Subsidiary, no Default or Event of Default shall have occurred and be continuing and (C) such Debt is non-recourse to the Borrower or any other Subsidiary of the Borrower (other than with respect to surety such Person and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding its Subsidiaries to the extent such Debt was with recourse to such Person and/or its Subsidiaries at any the time outstanding One Million Dollars ($1,000,000) in aggregate liabilityof such investment); (fix) Debt arising in connection with non-competefrom the honoring by a bank or financial institution of a check, consulting draft or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars instrument inadvertently ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld except in the Agent's sole discretion; (gcase of daylight overdrafts) Guarantees, incurred drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (x) Debt in respect of Debt of Persons who supply workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt any of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the its Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; and; (ixi) Debt that may be deemed to arise as a result of agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or any similar obligations, in addition each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated in accordance with the terms of Section 5.02(e) in an amount not to that specifically described exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower or any of its Subsidiaries in clauses connection with such sale or disposition; (axii) through Debt of the Borrower represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of the Borrower or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (hand the Investment represented thereby), the Borrower would be in compliance with Section 5.02(f); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of this Section 10.1 which the Borrower or any of its Subsidiaries by the Parent or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the aggregate does provision of goods or services to the Borrower or any such Subsidiary; (xiv) unsecured Debt of the Borrower and its Subsidiaries not to exceed One Million Dollars ($1,000,000) 100,000,000 at any time outstanding.; (xv) unsecured Debt in respect of obligations of the Borrower or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations are (A) incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money and (B)(I) not more than 90 days past due or (II) subject to any Contest, provided that the aggregate principal amount of such Debt subject to Contest shall not exceed $15,000,000; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (ii), (iii), (vi), (vii), (viii), (xiv), (xx) and (xxiv) or this clause (xvi);