Common use of Indebtedness and Preferred Equity Clause in Contracts

Indebtedness and Preferred Equity. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created pursuant to the Loan Documents; (b) Indebtedness existing on the Closing Date and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that the aggregate principal amount of such Indebtedness does not exceed $35,000,000 at any time outstanding; (d) Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided that any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (e) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary or Material Associated Practice after the date of this Agreement; provided that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) the aggregate principal amount of such Indebtedness permitted hereunder shall not exceed $30,000,000 at any time outstanding; (k), (l), or (m); (g) Indebtedness consisting of Investments to the extent permitted by Section 7.4(j), (h) Indebtedness of any Associated Practice to a Loan Party or a Material Associated Practice; (i) Hedging Obligations permitted by Section 7.10; (j) unsecured Indebtedness arising from agreements of the Borrower, any of its Subsidiaries or any Material Associated Practice providing for indemnification, adjustment of purchase price, working capital adjustments or other deferred purchase price consideration (including earn-out obligations), in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”) so long as the aggregate amount of such Indebtedness does not at any time exceed $40,000,000; (k) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (l) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred in the ordinary course of business; (m) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (n) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (o) to the extent constituting Indebtedness, bonus or other deferred compensation arrangements with respect to officers, directors, employees or consultants of the Borrower, any of its Subsidiaries or any Material Associated Practice solely in their capacities as such that is paid in the ordinary course of business and consistent with past practices; (p) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness otherwise permitted under this Section 7.1; (q) Indebtedness of any Regulated Entity owing to any Loan Party; (r) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof, APC Non-Recourse Indebtedness; (s) Indebtedness pursuant to the AP-AMH Loan Documents; (t) other unsecured Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (u) other unsecured Indebtedness of any Loan Party (not including, for the avoidance of doubt, APC, any other Associated Practice, or any Subsidiary that is not a Loan Party) so long as (i) before and after giving effect to the incurrence of any such unsecured Indebtedness, no Default or Event of Default has occurred and is continuing, (ii) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that after giving effect to the proposed incurrence and/or funding, the Consolidated Total Net Leverage Ratio is less than 3.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such incurrence and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness had been incurred, (iii) the maturity date of such unsecured

Indebtedness and Preferred Equity. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, create, incur, assume or suffer to exist any Indebtedness, except: except (ai) Indebtedness created pursuant to incurred under the Loan Documents; (bii) Indebtedness in respect of borrowed money existing on the Closing Date and set forth date of this Agreement shown on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof7.1; (ciii) Indebtedness in respect of borrowed money of the Borrower, any Subsidiary Banks arising in the ordinary course of its Subsidiaries or any Material Associated Practice incurred to finance the acquisition, construction or improvement banking business of any fixed or capital assetsthe Subsidiary Banks, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior indebtedness to the acquisition thereof (provided that such Indebtedness is incurred prior Borrower and to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that the aggregate principal amount of such Indebtedness does not exceed $35,000,000 at any time outstandingFederal Home Loan Bank; (div) Indebtedness of the Borrower owing having maturities and terms, and which is subordinated to any the payment of the Notes, all in a manner approved in writing by the Required Lenders; (v) Indebtedness relating to liens permitted by Section 7.2; (vi) Permitted Subordinated Debt of the Borrower to a Subsidiary; (vii) Indebtedness of a Subsidiary and of any Subsidiary owing to the Borrower or any other another Subsidiary; provided that (viii) Capital Lease Obligations in any such aggregate principal amount not to exceed $8,000,000 at any one time outstanding; (ix) short-term working capital Indebtedness that is owed by (having maturities of 120 days or less) of Subsidiaries up to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4maximum principal amount of $2,000,000; (ex) Guarantees the deferred purchase price of any acquisition made by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary or Material Associated Practice its Subsidiaries after the date of this Agreement; provided that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (iixi) the aggregate principal amount of such Trust Indebtedness permitted hereunder shall not exceed $30,000,000 at any time outstandingand the Trust Guarantees; (k), (l), or (m); (g) Indebtedness consisting of Investments to the extent permitted by Section 7.4(j), (h) Indebtedness of any Associated Practice to a Loan Party or a Material Associated Practice; (ixii) Hedging Obligations permitted by Section 7.10; (jxiii) unsecured Indebtedness arising from agreements the endorsement of negotiable instruments for deposit or collection in the Borrowerordinary course of business, any issuance of its Subsidiaries letters of credit or any Material Associated Practice providing for indemnification, adjustment of purchase price, working capital adjustments similar instruments or other deferred purchase price consideration (including earn-out obligations), in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”) so long as the aggregate amount of such Indebtedness does not at any time exceed $40,000,000; (k) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums documents in the ordinary course of business; (lxiv) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred Off-Balance Sheet Liabilities in the ordinary course nature of businesssales of Small Business Administration loans, mortgage loans or mortgage originations; (mxv) obligations in respect Guarantees of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature Subsidiary (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (n) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (o) to the extent constituting Indebtedness, bonus or other deferred compensation arrangements than with respect to officers, directors, employees or consultants leases) up to the maximum dollar amount of the Borrower, any $5,000,000 and (xvi) Guarantees of its Subsidiaries or any Material Associated Practice solely in their capacities as such that is paid in the ordinary course obligations of business and consistent with past practices; (p) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest a Subsidiary with respect to Indebtedness otherwise leases (other than real estate operating leases) up to a maximum dollar amount of $10,000,000. Other than Trust Preferred Securities permitted under this Section 7.1; (q) Indebtedness of any Regulated Entity owing to any Loan Party; (r) so long as no Event of Default has occurred hereunder, Borrower will not, and is continuing at the time of the incurrence thereof, APC Non-Recourse Indebtedness; (s) Indebtedness pursuant to the AP-AMH Loan Documents; (t) other unsecured Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice in an aggregate principal amount will not to exceed $20,000,000 at any time outstanding; (u) other unsecured Indebtedness of any Loan Party (not including, for the avoidance of doubt, APC, any other Associated Practice, or permit any Subsidiary to, issue any preferred stock or other preferred equity interests that is not a Loan Party) so long as (i) before and after giving effect matures or is mandatorily redeemable pursuant to the incurrence of any such unsecured Indebtedness, no Default a sinking fund obligation or Event of Default has occurred and is continuingotherwise, (ii) is or may become redeemable or repurchaseable by Borrower or such Subsidiary at the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that after giving effect to the proposed incurrence and/or funding, the Consolidated Total Net Leverage Ratio is less than 3.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as option of the date of such incurrence and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness had been incurredholder thereof, in whole or in part or (iii) is convertible or exchangeable at the maturity date option of such unsecuredthe holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Commitment Termination Date.

Indebtedness and Preferred Equity. The Borrower will not, and will not permit its Parent and any of its the Subsidiaries to and, to of the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not Parent to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created pursuant to the Loan Documents; (b) Indebtedness of the Parent and its Subsidiaries existing on the Closing Date date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) Indebtedness of the Borrower, any of its Subsidiaries Parent or any Material Associated Practice Subsidiary of the Parent incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided thereof; provided, that such Indebtedness is incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvements)improvements or extensions, renewals, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided provided, further, that the aggregate principal amount of such Indebtedness does not exceed $35,000,000 10,000,000 at any time outstanding; (d) Indebtedness of the Borrower Parent owing to any Subsidiary of the Parent and of any Subsidiary of the Parent owing to the Borrower Parent or any other SubsidiarySubsidiary of the Parent; provided provided, that any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section ‎Section 7.4; (e) provided, further, that if any Loan Party is the obligor on any such Indebtedness described in this Section 7.1(d), such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms reasonably satisfactory to the Administrative Agent; Guarantees in the ordinary course of business by the Borrower Parent of Indebtedness of any Subsidiary of the Parent and by any Subsidiary of the Parent of Indebtedness of the Borrower Parent or any other SubsidiarySubsidiary of the Parent; provided provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section ‎Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary or Material Associated Practice of the Parent after the date of this Agreement; provided provided, that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and (ii) the aggregate principal amount of such Indebtedness permitted hereunder (excluding Indebtedness of the Target up to an aggregate principal amount of $500,000) shall not exceed $30,000,000 5,000,000 outstanding at any time outstandingtime; (k), (l), or (m)Reserved; (g) Reserved; Indebtedness consisting in respect of Investments to the extent permitted by Section 7.4(j), (h) Indebtedness of any Associated Practice to a Loan Party or a Material Associated Practice; (i) Hedging Obligations permitted by Section ‎Section 7.10; (j) unsecured Indebtedness arising from agreements of the Borrower, any of its Subsidiaries or any Material Associated Practice providing for indemnification, adjustment of purchase price, working capital adjustments or and other deferred purchase price consideration (including earn-out obligations), in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”) so long as the aggregate amount of such Indebtedness does not at any time exceed $40,000,000; (k) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (l) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred in the ordinary course of business; (m) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (n) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (o) to the extent constituting Indebtedness, bonus or other deferred compensation arrangements with respect to officers, directors, employees or consultants of the Borrower, any of its Subsidiaries or any Material Associated Practice solely in their capacities as such that is paid in the ordinary course of business and consistent with past practices; (p) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness otherwise permitted under this Section 7.1; (q) Indebtedness of any Regulated Entity owing to any Loan Party; (r) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof, APC Non-Recourse Indebtedness; (s) Indebtedness pursuant to the AP-AMH Loan Documents; (t) other unsecured Indebtedness of the Borrower, any of Parent or its Subsidiaries or any Material Associated Practice in an aggregate principal amount not to exceed $20,000,000 10,000,000 at any time outstanding; (u) other unsecured Indebtedness of any Loan Party (. The Borrower will not, and will not including, for permit the avoidance of doubt, APC, any other Associated Practice, Parent or any Subsidiary of the Parent to, issue any preferred stock or other preferred equity interests that is not a Loan Party) so long as (i) before and after giving effect matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (ii) is or becomes by its terms mandatorily redeemable or repurchaseable by the incurrence Parent or such Subsidiary at the option of the holder thereof, in whole or in part; or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any such unsecured Indebtednessother preferred equity interests described in this paragraph, no Default on or Event prior to, in the case of Default has occurred and is continuingclause (i), (ii) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that after giving effect to the proposed incurrence and/or funding, the Consolidated Total Net Leverage Ratio is less than 3.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such incurrence and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness had been incurred, or (iii), within ninety-one (91) days after the maturity date of such unsecuredRevolving Commitment Termination Date.

Indebtedness and Preferred Equity. The Borrower will not, and will not permit its Parent and any of its the Subsidiaries to and, to of the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not Parent to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness created pursuant to the Loan Documents; (b) Indebtedness of the Parent and its Subsidiaries existing on the Closing Date date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) Indebtedness of the Borrower, any of its Subsidiaries Parent or any Material Associated Practice Subsidiary of the Parent incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided thereof; provided, that such Indebtedness is incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvements)improvements or extensions, renewals, and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided provided, further, that the aggregate principal amount of such Indebtedness does not exceed $35,000,000 5,000,000 at any time outstanding; (d) Indebtedness of the Borrower Parent owing to any Subsidiary of the Parent and of any Subsidiary of the Parent owing to the Borrower Parent or any other SubsidiarySubsidiary of the Parent; provided provided, that any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section ‎Section 7.4; (e) provided, further, that if any Loan Party is the obligor on any such Indebtedness described in this Section 7.1(d), such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms reasonably satisfactory to the Administrative Agent; Guarantees in the ordinary course of business by the Borrower Parent of Indebtedness of any Subsidiary of the Parent and by any Subsidiary of the Parent of Indebtedness of the Borrower Parent or any other SubsidiarySubsidiary of the Parent; provided provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section ‎Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary or Material Associated Practice of the Parent after the date of this Agreement; provided provided, that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, Subsidiary and (ii) the aggregate principal amount of such Indebtedness permitted hereunder shall not exceed $30,000,000 5,000,000 outstanding at any time outstandingtime; (k), (l), Indebtedness incurred by the Parent or (m); (g) Indebtedness consisting of Investments to the extent permitted by Section 7.4(j), (h) Indebtedness of any Associated Practice to a Loan Party or a Material Associated Practice; (i) Hedging Obligations permitted by Section 7.10; (j) unsecured Indebtedness arising from agreements of the Borrower, any of its Subsidiaries (whether assumed by the Parent or any Material Associated Practice providing for indemnification, adjustment of purchase price, working capital adjustments such Subsidiary or other deferred purchase price consideration (including earn-out obligations), issued to the seller) in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligationsas part of the consideration therefore, “Deferred Acquisition Obligations”) so long as the aggregate amount of provided that such Indebtedness does not at any time exceed $40,000,000is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without imitation, in amount, amortization, maturity, interest rate, premiums, fees, covenants, subordination, events of default and remedies); (k) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (l) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred in the ordinary course of business; (m) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (n) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (o) to the extent constituting Indebtedness, bonus or other deferred compensation arrangements with respect to officers, directors, employees or consultants of the Borrower, any of its Subsidiaries or any Material Associated Practice solely in their capacities as such that is paid in the ordinary course of business and consistent with past practices; (p) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness otherwise Liens permitted under this Section 7.1; (q) Indebtedness of any Regulated Entity owing to any Loan Party; (r) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof, APC Non-Recourse Indebtedness; (s) Indebtedness pursuant to the AP-AMH Loan Documents; (t) other unsecured Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice 7.2 in an aggregate principal amount not to exceed $20,000,000 5,000,000 at any time outstanding; (u) Indebtedness in respect of Hedging Obligations permitted by ‎Section 7.10; and other unsecured Indebtedness of the Parent or its Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any Loan Party (not including, for time outstanding. Notwithstanding anything herein to the avoidance of doubt, APCcontrary, any secured Indebtedness of the Parent and its Subsidiaries, collectively (other Associated Practicethan pursuant to Section 7.1(a) and Section 7.1(i)) shall not in the aggregate exceed $5,000,000 at any one time and any unsecured Indebtedness of the Parent and its Subsidiaries, collectively (other than pursuant to Section 7.1(d), Section 7.1(e) and Section 7.1(i)) shall not in the aggregate exceed $5,000,000 at any one time. The Borrower will not, and will not permit the Parent or any Subsidiary of the Parent to, issue any preferred stock or other preferred equity interests that is not a Loan Party) so long as (i) before and after giving effect matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (ii) is or becomes by its terms mandatorily redeemable or repurchaseable by the incurrence Parent or such Subsidiary at the option of the holder thereof, in whole or in part; or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any such unsecured Indebtednessother preferred equity interests described in this paragraph, no Default on or Event prior to, in the case of Default has occurred and is continuingclause (i), (ii) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that after giving effect to the proposed incurrence and/or funding, the Consolidated Total Net Leverage Ratio is less than 3.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such incurrence and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness had been incurred, or (iii), within ninety-one (91) days after the maturity date of such unsecuredRevolving Commitment Termination Date.

Indebtedness and Preferred Equity. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not (other than Excluded Subsidiaries) to, create, incur, assume or suffer to exist any Indebtedness, except: except (ai) Indebtedness created pursuant to incurred under the Loan Documents; (bii) Indebtedness existing on the Closing Date and set forth shown on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to without giving effect to such extensionany subsequent amendment, renewal restatement or replacement) or shorten the maturity or the weighted average life thereofother modification); (ciii) Indebtedness in respect of borrowed money of the Borrower, any Subsidiary Banks arising in the ordinary course of its Subsidiaries or any Material Associated Practice incurred to finance the acquisition, construction or improvement banking business of any fixed or capital assetsthe Subsidiary Banks, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior indebtedness to the acquisition thereof (provided that such Indebtedness is incurred prior Borrower and to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that the aggregate principal amount of such Indebtedness does not exceed $35,000,000 at any time outstandingFederal Home Loan Bank; (div) Indebtedness of the Borrower owing having maturities and terms, and which is subordinated to any the payment of the Notes, all in a manner approved in writing by the Required Lenders, such approval not to be unreasonably withheld; (v) Indebtedness relating to liens permitted by Section 7.2; (vi) Permitted Subordinated Debt of the Borrower to a Subsidiary and (other than an Excluded Subsidiary); (vii) Indebtedness of any a Subsidiary owing (other than an Excluded Subsidiary) to the Borrower or any other another Subsidiary; provided that any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (eviii) Capital Lease Obligations (including Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness Capital Lease Obligations of the Borrower or its Subsidiaries) in any other Subsidiary; provided that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary or Material Associated Practice after the date of this Agreement; provided that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) the aggregate principal amount of such Indebtedness permitted hereunder shall not to exceed $30,000,000 8,000,000 at any one time outstanding; (k), ix) short-term working capital Indebtedness (l), having maturities of 120 days or (m)less) of Subsidiaries up to a maximum principal amount of $2,000,000; (gx) Indebtedness consisting of Investments to the extent permitted by Section 7.4(j), (h) Indebtedness deferred purchase price of any Associated Practice to a Loan Party acquisition made by the Borrower or a Material Associated Practiceits Subsidiaries after the Closing Date; (ixi) the Trust Indebtedness and the Trust Guarantees; (xii) Hedging Obligations permitted by Section 7.10; (jxiii) unsecured Indebtedness arising from agreements the endorsement of negotiable instruments for deposit or collection in the Borrowerordinary course of business, any issuance of its Subsidiaries letters of credit or any Material Associated Practice providing for indemnification, adjustment of purchase price, working capital adjustments similar instruments or other deferred purchase price consideration (including earn-out obligations), in each case, whether or not evidenced by a note and/or whether contingent or otherwise, and incurred or assumed in connection with any Permitted Acquisition or any Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”) so long as the aggregate amount of such Indebtedness does not at any time exceed $40,000,000; (k) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums documents in the ordinary course of business; (lxiv) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred Off-Balance Sheet Liabilities in the ordinary course nature of businesssales of Small Business Administration loans, mortgage loans or mortgage originations; (mxv) obligations in respect Guarantees of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature Subsidiary (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; than (ni) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (o) to the extent constituting Indebtedness, bonus or other deferred compensation arrangements with respect to officers, directors, employees or consultants leases and (ii) Excluded Subsidiaries) up to the maximum dollar amount of the Borrower, any of its Subsidiaries or any Material Associated Practice solely in their capacities as such that is paid in the ordinary course of business and consistent with past practices$5,000,000; (pxvi) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness otherwise permitted under this Section 7.1the Convertible Senior Notes; (qxvii) Indebtedness obligations to repurchase equity interests of any Regulated Entity owing to any Loan PartyNon-Bank Subsidiaries from holders of minority interests in such Subsidiaries; (rxviii) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof, APC Non-Recourse Intercompany Subordinated Indebtedness; and (s) Indebtedness pursuant to the AP-AMH Loan Documents; (txix) other unsecured Indebtedness of the Borrower, any of its Subsidiaries or any Material Associated Practice in an aggregate principal amount outstanding at any time not to exceed $20,000,000 at any time outstanding; (u) other unsecured Indebtedness of any Loan Party (5,000,000. Other than Trust Preferred Securities permitted hereunder, Borrower will not, and will not including, for the avoidance of doubt, APC, any other Associated Practice, or permit any Subsidiary (other than Excluded Subsidiaries) to, issue any preferred stock or other preferred equity interests that is not a Loan Party) so long as (i) before and after giving effect matures or is mandatorily redeemable pursuant to the incurrence of any such unsecured Indebtedness, no Default a sinking fund obligation or Event of Default has occurred and is continuingotherwise, (ii) is or may become redeemable or repurchaseable by Borrower or such Subsidiary at the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that after giving effect to the proposed incurrence and/or funding, the Consolidated Total Net Leverage Ratio is less than 3.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as option of the date of such incurrence and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness had been incurredholder thereof, in whole or in part or (iii) is convertible or exchangeable at the maturity date option of such unsecuredthe holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Commitment Termination Date. Capital Stock of any Non-Bank Subsidiary entitled to special allocation of payment of the earnings and profits shall not be treated as “preferred stock or other preferred equity interests” subject to the restrictions under this paragraph.