Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $80,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 10% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries Company and for which one or more of such individuals are the trustee(s)its Subsidiaries; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Closing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the extent that such obligations constitute Debt)Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (io) obligations other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (whether direct or contingento) arising under letters of credit issued within after the year before the Letter of Credit Expiration Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which obligations are in an aggregate amount not financial statements have been delivered pursuant to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsSection 10.1.1 or 10.1.2.

Limitations on Debt. None Notwithstanding compliance with Sections 10.3, 10.4 or any other provision of the Loan Parties shall this Agreement, theThe Company will not, andnor will notit permit any Restricted Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt incurred or otherwise existing on or created after the First Amendment Effective Date and prior to the Collateral Release Date, other than: (i) Obligations, (ii) SBA PPP Loans, (iii) Governmental Stimulus Debt in an aggregate outstanding principal amount not in excess of $50,000,000, (iv) Debt secured by any Excluded Real Property in an aggregate outstanding principal amount not in excess of $5,000,000, (v) Debt under the Specified Convertible Senior Notes and any Permitted Refinancing Indebtedness in respect thereof, (vi) Debt under other Convertible Securities (other than the Specified Convertible Senior Notes) in an aggregate outstanding principal amount not in excess of $50,000,000 issued after the Specified Convertible Senior Notes, (vii) Debt constituting Contingent Obligations permitted by Section 10.16, (viii) Debt in an aggregate outstanding principal amount not in excess of $6,700,000 constituting loans taken against the cash value of a key-man insurance policy on an officer of the Company, and (ix) other Debt that is unsecured and in an aggregate outstanding principal amount not in excess of $15,000,000.suffer to exist any Debt, except: (a) the Debt incurred under this Agreementthe Bank Credit Agreement and any extensions, renewals, refinancings and replacements of any such Debt; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding existing on the Sixth Amendment Effective Date and listed on set forth in Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Dateand any extensions, renewals, refinancings and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part replacements of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; in accordance with clause (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorhereof; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (d) unsecured Debt of the Company to Domestic Subsidiaries, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (e) (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Dealer Financing provided to the Company or any Domestic Subsidiary by any Dealer Financing Provider that is a party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or to MBFS in respect of Dealer Financings; (iij) other Subordinated Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $250,000,000; (Ak) that Debt of Foreign Subsidiaries to (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and Company or any Subsidiary or (y) has no scheduled payments any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)kind; (cl) purchase money Debt or Capital Leases recourse obligations, repurchase obligations and Suretyship Liabilities of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Company (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as other than Suretyship Liabilities of the Effective Date as listed on Schedule 5.15; (fCompany and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or and Domestic Subsidiaries arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the purpose Company or any of directly mitigating risks associated with liabilitiesits Subsidiaries arising from the honoring by a bank or other financial institution of a check, commitments, investments, assets, draft or property held or reasonably anticipated by such Person, or changes similar instrument inadvertently (except in the value case of securities issued by daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Person, and not for purposes Debt is extinguished within three Business Days of speculation incurrence; (o) Real Estate Debt; (p) Suretyship Liabilities of the Company or taking a “market view;” and any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) such Swap Contract does not contain any provision exonerating other obligations incurred in the non-defaulting party from ordinary course of business of the Company and its obligation to make payments on outstanding transactions to the defaulting partyDomestic Subsidiaries; (hq) obligations under Secured Cash Management Agreements (to other Suretyship Liabilities of the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Company and its Domestic Subsidiaries in an aggregate amount not to exceed at any time the difference between the Letter exceeding $50,000,000; (r) Debt of Credit Facility and the Outstanding Amount of L/C ObligationsMB Greenwich with respect to Dealer Financings; and (s) [reserved].

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including without limitation interest rate) reasonably satisfactory to the Acquisition Administrative Agent; (c) Subordinated Debt; (d) Debt existing on the Closing Date and not otherwise permitted by under this Section 7.04(c10.1 hereof, as set forth on Schedule 6.1(t) hereto and the renewal and refinancing (but not the increase at the aggregate principal amount thereof) thereof; (e) purchase money Debt of the Borrowers and their Subsidiaries and Debt of the Borrowers and their Subsidiaries incurred in connection with Capitalized Leases in an aggregate principal amount not to exceed $1,000,000, the proceeds 2,000,000 outstanding on any date of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15determination; (f) Guarantees Debt consisting of Guaranty Obligations permitted by Section 10.2 hereof; (g) Debt of the Non-U.S. Borrowers to Borrowers under loans and advances permitted by Section 10.4(d); (h) so long as no Event of Default has occurred and is continuing or would result therefrom, unsecured Debt of Borrowers and their Subsidiaries in an aggregate principal amount not to exceed $500,000 at any time outstanding, provided that such Debt is not senior in right of payment to the payment of the Debt arising under this Agreement and the other Loan Documents; and (i) Debt owing by an SPE in connection with the Excluded Projects, up to an aggregate principal amount not to exceed $50,000,000; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower or to make any Guarantor in respect of Indebtedness otherwise permitted hereunder of payment to any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred Indebtedness of any Loan Party to Bank under this AgreementAgreement and/or the other Loan Documents; (b) any Debt existing on the Effective Date and set forth in Schedule 8.1 attached hereto; (c) Debt created, incurred or assumed after the date hereof if the Fixed Charge Coverage Ratio (as defined in the Current Indenture) for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt has been incurred at the beginning of such four-quarter period; (d) any Debt of Borrower or any Subsidiary incurred to finance the acquisition of fixed or capital assets, whether pursuant to a loan or a Capitalized Lease, provided that both at the time of and immediately after giving effect to the incurrence thereof (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate amount of all such Debt at any one time outstanding (including, without limitation, any Debt of the type described in this clause (d) which is set forth on Schedule 8.1 hereof) shall not exceed $20,000,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $20,000,000; (f) Debt under any Hedging Transactions, provided that such transaction is entered into for risk management purposes and not for speculative purposes; (g) Debt owing to a Person that is a Loan Party, to the extent permitted under Section 8.7 hereof; (h) Parity Lien Debt, as such term is defined in the Current Indenture; (i) Debt evidenced the guaranty by the Subordinated Notes Borrower or Subordinated Guaranties outstanding on any Guarantor of Debt of Borrower or any Guarantor to the Effective Date and listed on Schedule 5.15 extent that the guaranteed Debt was permitted to be incurred by this Section 8.1; provided, however, that if the Debt being guaranteed is subordinated to or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection pari passu with the Acquisition permitted Indebtedness, then such guaranty must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (j) Debt of Borrower or a Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of Borrower; and (k) the incurrence by Section 7.04(c) Borrower or any Subsidiary of any Permitted Refinancing Indebtedness in an aggregate principal amount not to exceed $1,000,000exchange for, or the net proceeds of which are used to financerenew, in whole refund, replace and defease or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or discharge any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations8.1.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementobligations in respect of the Loans, the L/C Applications and the Letters of Credit; (ib) unsecured Debt evidenced by of the Company (excluding Contingent Payments and Seller Subordinated Notes or Subordinated Guaranties outstanding on Debt); provided that the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount of all -------- such unsecured Debt (other than Holdbacks) shall not to at any time exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)5,000,000; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of Capital Leases or arising in connection with the acquisition of equipment that, in each case, either is identified in Schedule 10.7(c) or is incurred, or assumed in connection with an asset ---------------- purchase permitted by Section 10.11, after the date hereof (it being ------------- understood that for purposes of this Section 10.7 Debt of any Person which ------------ becomes a Subsidiary after the date hereof shall be deemed to be incurred, and equipment of such Capital Leases) Person shall be deemed to be acquired, on the date such Person becomes a Subsidiary so long as such Debt is not incurred in contemplation of such Person becoming a Subsidiary), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000 at any time12,500,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees Subordinated Debt; provided that the aggregate principal amount of all -------- Seller Subordinated Debt at any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantortime outstanding shall not exceed $10,000,000; (g) obligations other Debt, not of a type described in clause (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contractc), provided that (i) such obligations are (or were) entered into by such Person outstanding on the ---------- date hereof and listed in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, Schedule 10.7(g); and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;---------------- (h) obligations under Secured Cash Management Agreements (Contingent Payments, provided that the Company shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters maximum possible amount of credit issued within which exceeds $10,000,000 in the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed for all Contingent Payments at any time outstanding. For purposes of the difference between foregoing, a Contingent Payment shall be deemed to be "outstanding" from the Letter of Credit Facility and time that the Outstanding Amount of L/C ObligationsCompany or any Subsidiary enters into the agreement containing the obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in full or it has become certain that such Contingent Payment will never have to be made.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementobligations in respect of the Loans, the L/C Applications and the Letters of Credit; (ib) unsecured Debt evidenced by of the Subordinated Notes Company or Subordinated Guaranties outstanding on any Subsidiary which represents all or part of the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred purchase price payable in connection with the Acquisition a transaction permitted by Section 7.04(c) in an 10.10(c); provided that the aggregate principal amount ---------------- -------- of all such unsecured Debt shall not to at any time exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)2,500,000; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement subsection 10.8(c) or (d), and ------------------ --- refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in an effect immediately prior to such refinancing, provided that the aggregate outstanding amount (including the outstanding principal amount of all such Debt at any time outstanding -------- shall not exceed (i) $4,500,000 in the case of all Debt described in subsections 10.8(c) and outstanding Attributable Indebtedness in respect clauses (i), (ii) and (iii) of such Capital Leasessubsection 10.8(d) not to exceed ------------------- ----------------- ----- ------------------ and (ii) $10,000,000 at any time;in the case of all Debt described in clause (iv) of ---- ----------- subsection 10.8(d); ------------------ (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) other Debt outstanding on the date hereof and listed in Schedule 10.7; ------------- and (h) guarantees of lease obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contractindependent carriers in connection with leases of equipment by such carriers, provided that (ic) such obligations are (each -------- independent carrier agrees to subcontract the applicable equipment to the Company or were) entered into by such Person in the ordinary course of business a Subsidiary for the purpose balance of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” applicable lease term and (iiy) such Swap Contract does the aggregate principal amount so guaranteed by the Company and its Subsidiaries (without duplication) shall not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsexceed $10,000,000).

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Incur any additional Debt incurred under this Agreement;(other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all of Ventas' and its Subsidiaries' outstanding Debt on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (without duplication): (i) the Total Assets of Ventas and it Subsidiaries as of the end of the calendar quarter covered by Ventas' annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, as of the end of the calendar quarter covered by Ventas' most recent report filed with the Bond Trustees) prior to the incurrence of such additional Debt evidenced by (the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date "Measurement Date"); and listed on Schedule 5.15 or ---------------- (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition any Real Estate Assets or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are mortgage receivables acquired and the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements offering proceeds received (to the extent that such obligations constitute proceeds were not used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt); and, by Ventas or any of its Subsidiaries on a consolidated basis since the Measurement Date (collectively referred to as "Adjusted Total Assets"). --------------------- (ib) obligations Incur any Secured Debt (whether direct or contingentother than Permitted Debt) arising under letters if, immediately after giving effect to the incurrence of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility such additional Secured Debt and the Outstanding Amount application of L/C Obligationsthe proceeds thereof, the aggregate principal amount of all of Ventas' and its Subsidiaries' outstanding Secured Debt on a consolidated basis in accordance with GAAP is greater than 40% of the Adjusted Total Assets. (c) Incur any additional Debt (other than the Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, Ventas and its Subsidiaries will maintain Total Unencumbered Assets as of the end of each fiscal quarter of less than 150% of the aggregate outstanding principal balance of the Unsecured Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP. (d) Ventas, the Borrower and each of their Subsidiaries may, from time to time, incur any Debt, except as may be expressly prohibited by this Credit Agreement.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under the Credit Agreement or under this AgreementAgreement and the other Loan Documents; (ib) Debt evidenced secured by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Liens permitted by Section 7.04(c9.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000; (c) Debt of Guarantor Subsidiaries to the Company; (d) unsecured Debt of the Company to Subsidiaries; (e) unsecured subordinated Debt of the Company (other than to Subsidiaries) in an aggregate principal amount not to exceed $1,000,000100,000,000 at any time outstanding which has subordination terms, covenants, pricing and other terms and conditions which have been approved in writing by the proceeds Bank in advance of the incurrence thereof, which are used to financeapproval shall not be unreasonably withheld so long as (1) such Debt matures after all obligations under this Agreement and the other Loan Documents have matured and become due and payable in full, in whole (2) the subordination terms provide that no payment shall be made on such Debt, and no enforcement or in part, collection action shall be taken by the purchase price holder of such Acquisition or Debt, if any Event of Default exists and is continuing under this Agreement and are otherwise consistent with then prevailing subordination terms and conditions, (C3) is owing the covenants and events of default with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren such Debt are less restrictive than those contained in this Agreement and the sole beneficiaries other Loan Documents and for which one or more (4) the pricing and other terms and conditions of such individuals Debt are the trustee(s)consistent with then prevailing market terms applicable to Debt of such character and type; (cf) purchase money other senior unsecured Debt or Capital Leases of the Borrowers incurred Company (other than to finance Capital Expenditures permitted by this Agreement Subsidiaries) or of any Subsidiary (other than to the Company or any Subsidiary) in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted time outstanding on terms and conditions which are approved in writing by Section 7.04(c) the Bank in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as advance of the Effective Date incurrence thereof, which approval shall not be unreasonably withheld so long as listed on Schedule 5.15; (f1) Guarantees such Debt matures after all obligations under the Credit Agreement have matured and become due and payable in full, (2) the 29 38 covenants and events of any Borrower or any Guarantor default with respect to such Debt are not more restrictive than those contained in respect this Agreement and the other Loan Documents and (3) the pricing and other terms and conditions of Indebtedness otherwise permitted hereunder such Debt are consistent with then prevailing market terms applicable to Debt of any Borrower or any other Subsidiary Guarantorsuch character and type; (g) obligations Mortgage Debt of the Company (contingent other than to Subsidiaries) or otherwise) of any Borrower Subsidiary (other than to the Company or any Subsidiary existing or arising under any Swap Contract, provided that (iSubsidiary) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed $25,000,000 at any time outstanding on terms and conditions which are approved in writing by the difference between Bank in advance of the Letter incurrence thereof, which approval shall not be unreasonably withheld so long as the pricing and other terms and conditions of Credit Facility such Debt are consistent with then prevailing market terms applicable to Debt of such character and type; (h) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; and (i) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the Outstanding Amount of L/C Obligationsprincipal amount thereof is not increased.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, ------------------- create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations hereunder, under this the other Loan Documents, under the Credit Agreement and under the other "Loan Documents" as defined in the Credit Agreement; (ib) unsecured Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Parent, the proceeds Company and Subsidiaries of which are used to financethe Company (excluding Contingent Payments and Seller Subordinated Debt); provided that no Subsidiary shall incur any such Debt if, in whole or in partafter giving -------- effect thereto, the purchase price aggregate amount of such Acquisition or all then-outstanding Debt of Subsidiaries of the Company permitted solely by this clause (Cb) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts would ---------- exceed 10% of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Net Worth; (c) purchase money Debt of Parent or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness any Subsidiary in respect of Capital Leases or arising in connection with the acquisition of equipment (including Debt assumed in connection with an asset purchase permitted by Section ------- 10.11, ----- or incurred pursuant to a Capital Lease or in connection with the acquisition of equipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in ------------- each case so long as such Capital Leases) Debt is not incurred in contemplation of such purchase), and refinancings of any such Debt so long as the terms applicable to exceed $10,000,000 such refinanced Debt are no less favorable to Parent or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such -------- Debt at any timetime outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$150,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an the Company or Parent; provided that -------- the aggregate outstanding amount (including the outstanding principal amount of any all such Debt assumed as part of any such Acquisition) Foreign Subsidiaries owed to the Company and Parent shall not to exceed $10,000,000 at any timetime exceed 15% of the consolidated assets of Parent and its Subsidiaries; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries of the Company, of Parent to the Company and Subsidiaries of the Company and of any Special Purpose Vehicle to any Subsidiary of the Company; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course aggregate principal -------- amount of business for the purpose all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” U.S.$50,000,000 and (ii) such Swap Contract does the Company shall not contain issue or incur any provision exonerating Debt described in clause (f) of ---------- the non-defaulting party from its obligation to make payments on outstanding transactions definition of Subordinated Debt (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the defaulting party;Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section 10; ---------- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the date hereof and listed in ---------- Schedule 10.7(g); ---------------- (h) Contingent Payments, provided that Parent shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the maximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (j) Permitted Senior Secured Debt and guarantees thereof, provided -------- that the aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$750,000,000; (k) Guarantees by Parent of the obligations of the Company or any Subsidiary; provided that any such guaranty of Debt is subordinated to the obligations of Parent under Secured Cash Management Agreements (the Parent Guaranty at least to the extent that such set forth in Exhibit G or otherwise in a manner reasonably --------- satisfactory to the Required Lenders; (l) unsecured recourse obligations constitute Debt)of Parent or any Subsidiary in respect of Vendor Financing Arrangements; (m) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the price of Parent's stock; and (in) obligations (whether direct or contingent) arising under letters Debt in connection with Securitization Transactions; provided that -------- the aggregate principal amount of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount all such Debt shall not to exceed at any time exceed U.S.$150,000,000. For purposes of clause (h) above, a Contingent Payment shall be deemed ---------- to be "outstanding" from the difference between time that Parent or any Subsidiary enters into the Letter of Credit Facility agreement containing the obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in full or it has become certain that such Contingent Payment will never have to be made. 1.19 Amendment to Section 10.8. Section 10.8 is amended by (a) immediately ------------------------- following the last reference to "Debt" in clause (d) thereof adding the following "and the Outstanding Amount proceeds (including insurance proceeds) of L/C Obligations.any disposition or loss of such property", (b) deleting the word "and" immediately after the semicolon in clause (f) thereof, (c) deleting the period at the end of clause (g) thereof and substituting a semicolon and the word "and" therefor and (d) adding the following new clause (h):

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (b) (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt that (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, or (B) is evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Acquisition; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted Administrative Agent; (c) Subordinated Debt of the Company evidenced by Section 7.04(c) the Existing Subordinated Notes in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or 100,000,000 (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement as may be increased in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at 50,000,000 so long as (i) no Default or Event of Default exists on the date any timesuch increase, (ii) the Company shall comply with the terms and provisions of Sections 2.6 and 4.4 hereof with respect to such increase, and (iii) the documents evidencing such increase shall be reasonably satisfactory to the Administrative Agent); (d) Debt incurred set forth on Schedule 11.1 which is existing on the Closing Date ------------- and is not otherwise referred to finance Acquisitions permitted by in this Section 7.04(c) 11.1, and the renewal and refinancing (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionthereof) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (f) purchase money Debt of the difference Borrowers and their Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $5,000,000 on any date of determination; (g) intercompany Debt between any Borrower and any other Borrower and intercompany Debt in connection with intercompany loans and advances permitted under Section 11.4(f) hereof; (h) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $10,000,000 on any date of Credit Facility determination; (i) unsecured obligations with respect to accrued and unpaid cash earnout payments reflected on the Outstanding Amount Consolidated balance sheet of L/C the Company and its Subsidiaries and created in connection with any Permitted Acquisition in an amount not to exceed $10,000,000; (j) Debt consisting of Guaranty Obligations permitted by Section 11.2; and provided, that none of the Debt permitted to be incurred by this Section 11.1 -------- (other than the Subordinated Debt of the Company evidenced by the Existing Subordinated Notes) shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall The Company will not, nor will it permit any Subsidiary to, create, assume, guarantee or otherwise incur, incur or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) the Notes; (b) [reserved]; (c) the Obligations (as defined in the Credit Agreement as in effect on the Effective Date); provided that the aggregate principal amount of the Debt incurred thereunder in respect of Loans and Letters of Credit (in each case as defined in the Credit Agreement) shall not at any time exceed (i) the sum of $405,000,000 and €40,000,000 plus (ii) additional Debt in respect of Loans and Letters of Credit under the Credit Agreement, whether pursuant to an increase in the commitments under Section 2.20 of the Credit Agreement or otherwise; provided that with respect to any increase under this Agreementclause (ii) (1) the aggregate principal amount of such additional Debt shall not at any time exceed $250,000,000 and (2) the holders of the Notes shall have received copies of the material documents evidencing such increase; (d) intercompany Debt among the Company and its Subsidiaries to the extent permitted under Section 10.12, provided that any such Debt owing by the Company or any Subsidiary Guarantor to any Subsidiary (other than to a Subsidiary Guarantor or, in the case of Debt owing by a Foreign Subsidiary, to any Foreign Subsidiary Borrower in respect of which it is a Foreign Guarantor or to any other Foreign Subsidiary that is a Foreign Guarantor in respect of such Foreign Subsidiary Borrower) are subordinated to the Notes on customary terms; (e) Receivables/Factoring/SCF Indebtedness not to exceed $125,000,000 in aggregate principal amount outstanding at any time, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (f) Subordinated Debt, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Subordinated Debt; (g) Debt assumed in connection with a Permitted Acquisition; (h) Debt of Foreign Subsidiaries, provided that (i) the aggregate outstanding amount of all Debt of all Foreign Subsidiaries (excluding any Debt permitted under any other subsection of this Section 10.2, Debt under Swap Contracts, and Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on the Effective Date)) shall not at any time exceed $125,000,000, and (ii) no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (i) Debt evidenced consisting of Debt under Swap Contracts permitted under Section 10.12(d) hereof and Debt arising in connection with Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on the Effective Date); (j) Debt consisting of Guaranties of the Company with respect to Debt of its Subsidiaries permitted under this Section 10.2, provided that the aggregate maximum amount of such Guaranties with respect to Debt of its Subsidiaries (other than Subsidiary Guarantors that are Domestic Subsidiaries) permitted under this Section 10.2(j) at any time outstanding (based on the maximum amount of such Guaranties, net of any cash collateral or letter of credit provided with respect to such Guaranties or the related Debt) shall not exceed $150,000,000; (k) Debt under the following Sale and Leaseback Transactions: (i) Sale and Leaseback Transactions existing as of the Effective Date, (ii) the Sale and Leaseback Transaction with respect to the Company’s facility located in Kottingbrunn, Austria and (iii) other Sale and Leaseback Transactions entered into after the Effective Date, in each case, to the extent the incurrence of such Debt pursuant to this clause (k) (with the amount thereof determined by aggregating the present value, applying an appropriate discount rate, as reasonably determined by the Subordinated Notes Company, from the date on which each fixed lease payment is due under such lease to such date of determination) would be permitted by the last paragraph of this Section 10.2; (l) Debt (including obligations relating to build-to-suit leases) existing or Subordinated Guaranties committed or anticipated in the future to be outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated provided, that any Debt incurred pursuant to this clause (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(cl) in respect of any Debt with an aggregate principal amount not outstanding and/or committed thereunder that exceeds $5,000,000 or any Debt that is anticipated on the Effective Date to exceed $1,000,000, be outstanding in the proceeds of which are used to financefuture shall, in whole each such case, be set forth on Schedule 10.2); provided, that any Debt outstanding pursuant to this clause (l) which is owed by the Company or a Subsidiary Guarantor to any Subsidiary that is neither a Bank Borrower nor a Subsidiary Guarantor shall be subordinated in part, right of payment to the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Notes on customary terms; (cm) purchase money Debt or Capital Leases of the Borrowers incurred owed to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness obligations in respect of such Capital Leasesletters of credit or bank guarantees or similar instruments for the benefit of) not any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower Company or any Guarantor Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person each case in the ordinary course of business for the purpose or consistent with past practice or industry practices; (n) Debt in respect of directly mitigating risks associated with liabilitiesperformance bonds, commitmentsbid bonds, investmentsappeal bonds, assetssurety bonds, or property held or reasonably anticipated by such Personcompletion guarantees, or changes performance guarantees and similar obligations, in each case provided in the value ordinary course of securities issued business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practices; (o) 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 or other cash management services, in each case incurred in the ordinary course of business; (p) [intentionally omitted]; (q) Capitalized Lease Obligations (including obligations relating to build-to-suit leases), mortgage financings and other Debt and obligations relating to conditional sale and/or title retention agreements, in each case, incurred by the Company or any Subsidiary prior to or within 180 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (whether through the direct purchase of the property or the Equity Interests of any Person owning such Personproperty) permitted under this Agreement in order to finance such acquisition, and not for purposes lease, construction, repair, replacement or improvement, in each case, to the extent the incurrence of speculation such Debt pursuant to this clause (q) would be permitted by the last paragraph of this Section 10.2; (r) guarantees (i) by the Company or taking a “market view;” and any Subsidiary Guarantor of any Debt of the Company or any Subsidiary Guarantor permitted to be incurred under this Agreement, (ii) such Swap Contract does by the Company or any Subsidiary Guarantor of Debt otherwise permitted hereunder of any Subsidiary that is not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions a Subsidiary Guarantor to the defaulting partyextent such guarantees are permitted by Section 10.12; (iii) by any Subsidiary that is not a Subsidiary Guarantor of Debt of any other Subsidiary that is not a Subsidiary Guarantor or (iv) by any Foreign Subsidiary Borrower or Foreign Guarantor of any Debt of any Foreign Subsidiary Borrower or Foreign Guarantor that is permitted to be incurred under this Agreement; provided, that guarantees by the Company, any Subsidiary Guarantor, any Foreign Subsidiary Borrower or any Foreign Guarantor under this clause (r) of any other Debt of a Person that is subordinated in right of payment to other Debt of such Person shall be expressly subordinated in right of payment to the Notes to at least the same extent as such underlying Debt is subordinated in right of payment; (hs) Debt arising from agreements of the Company or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any Permitted Acquisition, other Investments or the disposition of any business, assets or any Subsidiary not prohibited by this Agreement; (t) Debt in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Debt for borrowed money; (u) Debt incurred in the ordinary course of business in respect of obligations of the Company or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money; (v) Debt representing deferred compensation to employees, consultants or independent contractors of the Company or any Subsidiary incurred in the ordinary course of business; (w) obligations under Secured Cash Management in respect of (i) Banking Services Agreements (as such term is defined in the Credit Agreement as in effect on the Effective Date) (or similar agreements provided by Persons other than Banks or their Affiliates) or (ii) agreements to provide to the Company or any Subsidiary letters of credit, guarantees or other credit support provided in respect of trade payables of the Company or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other Person that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the Company or any Subsidiaries, so long as (A) such Debt is unsecured, except as otherwise permitted in this Section 10.2, (B) the terms of such trade payables shall not have been extended in connection with such “supply chain” or other similar financing, and (C) such Debt represents amounts not in excess of those which the Company or any Subsidiary would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables; (x) Debt issued by the Company or any Subsidiary to current or former directors, officers, employees or consultants or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 10.10; (y) Debt under tax-favored or government-sponsored financing transactions, provided that the net proceeds of such Debt shall be used to (i) prepay Term Loans (as defined in the Credit Agreement) in accordance with the Credit Agreement or (ii) prepay, repay or refinance other Debt incurred under other tax-favored or government-sponsored financing transactions, in each case, to the extent that the incurrence of such obligations constitute Debt); andDebt pursuant to this clause (y) would be permitted by the last paragraph of this Section 10.2; (z) Debt consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements or (whether direct iii) surety bonds and similar instruments, in each case, incurred in the ordinary course of business; (aa) [intentionally omitted]; (bb) [intentionally omitted]; (cc) other Debt to the extent the incurrence of such Debt pursuant to this clause (cc) would be permitted by the last paragraph of this Section 10.2; (dd) other unsecured Debt issued by the Company upon customary terms as reasonably determined by the Required Holders if no Default or contingentEvent of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (ee) arising Permitted Refinancing Indebtedness in respect of any of the Debt permitted under letters the foregoing clauses (c), (g), (k)(i), (k)(ii), (l) and/or this clause (ee) (including extensions, renewals or replacements of credit issued within the year before guarantees in respect of the Letter Debt replaced by such Permitted Refinancing Indebtedness); and (ff) refinancings, extensions or renewals of Credit Expiration Dateany of the foregoing Debt (other than any Debt permitted under the foregoing clauses (c), which obligations (g), (k)(i), (k)(ii), (l) and/or (ee)) or any Debt under this clause (ff) to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary, as applicable, taken as a whole, than the material terms in effect immediately prior to such refinancing For purposes of determining compliance with this Section 10.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof), but may be permitted in part under any relevant combination thereof, and (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof), the Company may, in its sole discretion, classify or divide such item of Debt (or any portion thereof) in any manner that complies with this Section 10.2 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). In addition, with respect to any Debt that was permitted to be incurred hereunder on the date of such incurrence, any increases to such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt or in the form of common stock of the Company, the accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies shall also be permitted hereunder after the date of such incurrence. For the avoidance of doubt, this Agreement will not treat (1) unsecured Debt as subordinated or junior in right of payment to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior in right of payment to any other senior Debt merely because it has a junior priority with respect to the same collateral. Notwithstanding anything herein to the contrary, the Company will not permit the aggregate principal amount not of the Debt of all Foreign Subsidiaries under clause (c) of this Section 10.2 to exceed at any time $75,000,000. Notwithstanding anything herein to the difference between contrary, the Letter Company will not permit the aggregate principal amount of Credit Facility the Debt permitted pursuant to clauses (k), (q), (y) and (cc) of this Section 10.2 (and, in each case, extensions, refinancings, renewals, substitutions or replacements thereof pursuant to clauses (ee) and (ff) of this Section 10.2) immediately after giving effect to the incurrence, creation or assumption of such Debt and the Outstanding Amount use of L/C Obligationsproceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to such clauses, to exceed the greater of (i) $185,000,000 or (ii) 15% of Consolidated Tangible Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 7.1(a) or Section 7.1(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 5.5) when incurred, created or assumed.

Limitations on Debt. None of the Loan Parties shall The Company will not, nor will it permit any Subsidiary to, create, assume, guarantee or otherwise incur, incur or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementthe Notes; (b) the Notes (as defined in the 2006 Note Purchase Agreement); (c) the Loans and the Reimbursement Obligations (each as defined in the Credit Agreement as in effect on the Second Amendment Effective Date); provided that the aggregate principal amount of the Debt thereunder shall not at any time exceed $175,000,000 less (i) Debt evidenced an amount not to exceed $15,000,000 equal to the amount by which the dollar equivalent of the Euro amount of any credit facility or facilities (based on commitments) entered into by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or Modine Holding Consolidated Group exceeds $5,000,000, (ii) other Subordinated the aggregate amount of prepayments of the principal amount of the Advances (as defined in the Credit Agreement as in effect on the Second Amendment Effective Date) made pursuant to Section 9.12 and (iii) 38.524590163% of the aggregate amount of all payments made to the Collateral Agent pursuant to Section 9.12. (d) Debt of a Subsidiary owed to the Company or to a Wholly-Owned Subsidiary to the extent permitted under Section 10.15; (Ae) that (x) has a final scheduled maturity date no earlier than Debt described in Schedule 10.2-A not exceeding the date that is six (6) months following the Maturity Datecommitment limits set forth therein, and extensions, renewals and replacements of any such Debt to the extent such extensions, renewals and replacements do not increase the outstanding principal amount thereof; (yf) has no scheduled payments Receivables Transaction Attributed Indebtedness; (g) Debt, in addition to Debt permitted pursuant to subsections (a)-(f) above, of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) Modine Holding Consolidated Group in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance€35,000,000; and (h) Debt, in whole or in partaddition to Debt permitted pursuant to subsections (a)-(g) above, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate amount at any time outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred 10,000,000. Notwithstanding anything herein to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) contrary, the Company will not permit or suffer to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower exist itself or any Guarantor in respect of Indebtedness otherwise permitted hereunder of its Subsidiaries (other than Modine Korea) to have any Borrower Guaranty, or any other Subsidiary Guarantor; (g) obligations (contingent liability or otherwise) obligation of any Borrower kind, with respect to any Debt or any Subsidiary other obligation or liability of Modine Korea, except such Guaranty or other liability or obligation existing or arising under any Swap Contracton the Second Amendment Effective Date and described on Schedule 10.2-B, provided that (i) such obligations are (or were) entered into by such Person but no increase in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party amount thereof as reduced from its obligation time to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationstime.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in ------------------- any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt of the Company or any Borrower incurred in connection with a Hedging Agreement (i) Debt evidenced required by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 Section 9.15 or (ii) otherwise executed to hedge against interest rate fluctuation with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt arising under or in connection with publicly or privately placed notes, debentures, bonds or debt securities, loans or related indentures or other Subordinated agreements (including without limitation Debt convertible into capital stock of the Company) with aggregate Net Cash Proceeds not to exceed $250,000,000 and, to the extent that any Bridge Loans are outstanding at the time such Debt is issued, applied to the Bridge Loans, so long as (Ai) to the extent that such Debt does not constitute Refinancing Securities, no Default or Event of Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder, (xii) has a final the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Administrative Agent) than the covenants in the Loan Documents, including without limitation any "change in control" provision, (iii) such Debt provides for no scheduled maturity date no earlier than payment of principal on or prior to the date that is six (6) months following after the Maturity eighth anniversary of the Closing Date, and (yiv) has such Debt provides for no scheduled payments cash payment of principal interest on or prior to its scheduled maturity datethe third anniversary of the Closing Date (except for such interest payments made pursuant to an escrow arrangement or by original discount), (v) such Debt is either (A) unsecured Debt issued by the Borrowers subordinated to the Obligations and the terms of such subordination are reasonably satisfactory to the Administrative Agent and the Required Lenders or (B) evidenced unsecured Debt issued by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Company and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Administrative Agent and the Required Lenders (any such Debt issued pursuant to this Section 7.04(c11.1(c) in an aggregate principal amount not to exceed $1,000,000that constitutes Refinancing Securities, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s"Permanent Financing"); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred existing on the Closing Date and not otherwise permitted under or referred to finance Acquisitions permitted by in this Section 7.04(c11.1, as set forth on Schedule 7.1(t), and the --------------- renewal and refinancing (but not the increase of the aggregate principal amount) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed Borrowers not to exceed $5,000,000 in the aggregate on Schedule 5.15any date of determination which may be used for (i) Capital Leases, (ii) short-term debt in the ordinary course of business, (iii) temporary overdrafts or (iv) any other use previously approved in writing by the Required Lenders; (f) Guarantees Debt consisting of any Borrower or any Guarantor in respect of Indebtedness otherwise Guaranty Obligations permitted hereunder of any Borrower or any other Subsidiary Guarantorby Section 11.2; (g) obligations Debt of the Company in respect of the Bridge Loans; and (contingent h) Debt of the any Borrower to another Borrower or Debt of the Company to any Borrower; provided, that none of the Debt permitted to be incurred by this Section 11.1 -------- shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Borrower Subsidiary of the Company to make any payment to the Company or any Subsidiary existing or arising under any Swap Contract, provided that thereof (i) such obligations are (or were) entered into by such Person in the ordinary course form of business dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Obligations and the Outstanding Amount of L/C Company to pay the Guaranteed Obligations; and provided further, that the -------- ------- limitations set forth in this Section 11.1 shall not be construed to prohibit or otherwise limit the Company's ability to obtain the commitment for or issue the Preferred Equity or the Replacement Equity.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(r) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time10.2; (e) Debt existing as incurred in connection with trade payables arising in the ordinary course of the Effective Date as listed on Schedule 5.15business; (f) Guarantees of any Borrower or any Guarantor Debt incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorconnection with the $5,000,000 cash management facility between Cornerstone and First Union; (g) obligations purchase money Debt of Cornerstone in connection with the Lexington Apartments in Richmond, Virginia (contingent or otherwiseincluding the letter of credit issued by First Union with respect thereto); (h) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Debt not otherwise permitted by this Section 10.1; provided that (i) no Default or Event of Default shall then have occurred and be continuing or occasioned thereby, (ii) for all such obligations are Debt with a scheduled maturity date prior to the Maturity Date the aggregate principal balance thereof shall not exceed $30,000,000, (iii) for all such Debt with a scheduled maturity date on or wereafter the Maturity Date, all such Debt will bear interest at a fixed rate and not at a variable rate, and (iv) entered into such Debt shall not be incurred pursuant to a revolving credit facility or any other revolving line of credit; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Person Borrower or any of its Subsidiaries (in the ordinary course form of business Dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by enabling such Person, or changes in Borrower to pay the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Restricted Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) the Obligations; (b) Debt of any Borrower or Restricted Subsidiary Obligors to any other Borrower or other Restricted Subsidiary Obligors; provided that: (i) any such Debt shall be either (x) incurred in connection with cash management activities, or (y) evidenced by a Subsidiary Note which shall have been delivered and assigned or pledged to the Administrative Agent; and (ii) to the extent such Debt is owed by one of the Borrowers, the holder of such Debt has previously executed and delivered to the Administrative Agent a subordination agreement in form and substance satisfactory to the Administrative Agent; (c) Hedging Agreements entered into by the Borrowers; (d) Guarantee Obligations in respect of any obligation of the Company or any Restricted Subsidiary permitted under this AgreementAgreement (other than clauses (j) and (m)); (e) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.4; (f) Debt outstanding on the Amendment Effective Date and listed on Schedule 10.7 under the heading “Continuing Debt” with a principal amount not exceeding $20,000,000; (g) Debt of Telegraph under guaranties of printing equipment leases for the Printing Joint Ventures not exceeding $65,000,000 in the aggregate at any time outstanding; (h) (A) Debt hereafter incurred by Restricted Subsidiaries in connection with Purchase Money Liens, (B) Acquisition Debt and (C) unsecured Debt not otherwise permitted under this Section 10.7, provided that the aggregate principal amount of all such Debt of the Company and its Restricted Subsidiaries under this clause (h) shall not exceed $25,000,000 at any one time outstanding; (i) Debt evidenced of the Company in a principal amount not to exceed $300,000,000 under the New High Yield Notes; (j) unsecured Debt of the Company which has amounts, maturities, amortization, yield, covenants, defaults and other terms acceptable to the Administrative Agent and the Required Lenders; (k) Debt incurred by Telegraph to purchase the Subordinated Notes or Subordinated Guaranties shares in West Ferry not owned by Telegraph as of the Amendment Effective Date; provided that the Company has first requested such Debt pursuant Table of Contents to the Incremental Facility, if available on terms reasonably agreeable to the Company, provided, further, that if such Debt is not incurred under the Incremental Facility, such Debt shall mature at least six months after the final maturity of the Term B Loans and the holder of such Debt has entered into an inter-creditor agreement reasonably satisfactory to the Administrative Agent; (l) debt of Restricted Subsidiaries which are not Restricted Subsidiary Obligors pursuant to Section 10.10(d); (m) unsecured Intercompany Debt outstanding on the Amendment Effective Date and listed on Schedule 5.15 or 10.7 under the heading “Intercompany Debt”, as well as unsecured Intercompany Debt of the Company to be incurred in the future; provided that all such Debt described herein shall be subordinate to the Secured Obligations pursuant to terms (iiincluding, without limitation, as to covenants, defaults and other matters) other Subordinated Debt (A) acceptable to the Administrative Agent, which terms, in any event, shall specify that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments payment of principal prior or interest may be made or scheduled with respect to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of any such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Debt so long as any Secured Obligations remain outstanding or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at Lenders have any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt)commitment hereunder; and (in) obligations (whether direct the Original Letters of Credit; provided, however, that in any event, neither the Company nor any of its Restricted Subsidiaries shall be entitled to create, incur or contingent) arising assume any Debt permitted under letters this Section 10.7 if at such time an Unmatured Event of credit issued within the year before the Letter Default or Event of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Default shall have occurred and the Outstanding Amount of L/C Obligationsbe continuing or would result therefrom.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (c) Debt of Subsidiaries to the Company or to a Wholly-Owned Domestic Subsidiary; (d) unsecured Debt of the Company to Domestic Subsidiaries; (e) Subordinated Debt; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt of Foreign Subsidiaries in a Dollar Amount not to exceed $50,000,000 at any one time outstanding; (h) Debt of Foreign Subsidiaries of the Company to other Foreign Subsidiaries to the extent permitted by Section 10.20; (i) Debt evidenced by of Subsidiaries to the Subordinated Notes Company and its Wholly-Owned Domestic Subsidiaries and Debt of the Company to Wholly-Owned Domestic Subsidiaries, in each case pursuant to management, tax sharing and other similar agreements consistent with past practices; (j) Suretyship Liabilities of the Company or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred any Domestic Subsidiary in connection with the Acquisition guaranty of any Debt of the Company or any other Domestic Subsidiary permitted under this Section or other obligations of the Company or any other Domestic Subsidiary not prohibited by this Agreement; (k) Suretyship Liabilities of any Foreign Subsidiary in connection with the guaranty of any Debt of any other Foreign Subsidiary permitted under this Section 7.04(cor other obligations of any other Foreign Subsidiary not prohibited by this Agreement; (l) Debt representing a refinancing of all of the Special Loans, so long as the covenants, pricing and other terms of such Debt have been approved in writing by the Required Lenders; (m) Debt of the Company to Foreign Subsidiaries to finance prepayment obligations of the Company arising under Section 6.2.2(a)(i) or (ii), provided such Debt is subordinated to the Loans and other obligations of the Company hereunder and all Hedging Obligations of the Company to Lenders or Affiliates thereof pursuant to terms, and which is governed by other terms and provisions, that are satisfactory to the Administrative Agent in its sole discretion; and (n) additional Debt of the Company and its Subsidiaries in an aggregate principal amount not to exceed $1,000,0001,000,000 at any one time outstanding. It is understood that any Debt incurred in a foreign currency pursuant to clause (g) above shall continue to be permitted under this Section, notwithstanding any fluctuation in the proceeds of which are used to finance, in whole or in part, the purchase price Dollar Amount of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of whichDebt, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including as long as the outstanding principal amount of such Debt and outstanding Attributable Indebtedness (denominated in respect its original currency) does not exceed the maximum amount of such Capital LeasesDebt (denominated in such currency) not permitted to exceed $10,000,000 at any time; (d) be outstanding on the date such Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationswas incurred.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this AgreementGuaranty Obligations permitted by Section 9.2 and the Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on Obligations hereunder and the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than Obligations referred to in the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Five-Year Credit Agreement; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this in connection with a Hedging Agreement in an aggregate outstanding amount (including form and substance and with a counterparty reasonably satisfactory to the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeLead Agents; (d) the SPC Notes, any other notes issued in connection with any Permitted Securitization, the Intercompany Notes and Debt incurred owing by a Restricted Subsidiary to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of Borrower or any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeother Restricted Subsidiary; (e) additional Debt existing as of the Effective Date Borrower arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including without limitation in connection with the conversion or exchange of Approved Preferred Stock pursuant to clause (ii) of Section 9.8) so long as: (i) no Default or Event of Default exists on the date any such Debt is created or arises as listed on Schedule 5.15a result of any borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Lead Agents) than the covenants in the Loan Documents, including, without limitation, any "change in control" provision; (iii) such Debt provides for no scheduled payment of principal prior to December 31, 2004; (iv) such Debt does not require mandatory prepayments or redemptions at any such time as similar payments are not required hereunder; (v) such Debt is unsecured senior or subordinated Debt, and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Lead Agents; (f) Guarantees without duplication of any other exception set forth in this Section 9.1, any other Debt of the Borrower and its Restricted Subsidiaries, including Subordinated Debt of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Restricted Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any thereof to an Unrestricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to 55 exceed at on any time date of determination seven and one-half percent (7.5%) of the difference between Total Debt of the Letter Borrower and its Restricted Subsidiaries permitted on such date under Section 8.1 so long as no Default or Event of Credit Facility Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder; and (g) Debt not otherwise permitted pursuant to Sections 10.1(a) through 10.1(e) and existing on the Outstanding Amount Closing Date and set forth on Schedule 5.1(t) and refinancings thereof, but not the increase of L/C the principal amount of, such Debt; provided that the maturity date of such refinanced Debt is no earlier than the original maturity date of such Debt; provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Restricted Subsidiary of the Borrower to make any payment to the Borrower or any of its Restricted Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations; (b) Debt incurred under this Agreementin connection with (i) any Related Secured Hedging Agreement or (ii) any Hedging Agreements made in the ordinary course of business provided such Hedging Agreements are non-speculative; (c) [Reserved]; (d) (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with Capitalized Leases, (ii) Debt consisting of Guaranty Obligations (provided that the Acquisition Guaranty Obligations permitted by Section 7.04(c12.1(g) shall not be included in the calculation of the permitted maximum amount under this Section 12.1(d)), and (iii) any other Debt, in an aggregate principal amount not for all Debt referred to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 12.1(d) not to exceed $10,000,000 at on any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in date of determination; provided, however, that until the occurrence of an aggregate outstanding amount (including Enventis Restrictions Release Event, neither the outstanding principal amount Borrower nor any of its Subsidiaries may incur any Debt assumed as part to GE Commercial Distribution Finance Corporation or any of any such Acquisition) not to exceed $10,000,000 at any timeits Affiliates other than the GE Financing; (e) Debt existing as of the Effective Date Borrower to any Guarantor and Debt of any Guarantor to the Borrower or any other Guarantor; provided, however, that until such time as listed on Schedule 5.15an Enventis Restrictions Release Event has occurred, with respect to any Debt of Enventis to the Borrower or any other Guarantor, (i) such Debt shall be (A) unsecured, (B) incurred solely to finance the capital requirements of Enventis for transactions entered into in the ordinary course of Enventis’s business, and (C) repaid in full at least once every six months by means of (1) a dividend (or deemed dividend) to the Borrower or the applicable Guarantor, (2) the offset of other monetary obligations of the Borrower or such Guarantor to Enventis, and/or (3) a deemed capital contribution of the Borrower or such Guarantor to Enventis, and (ii) the proceeds of such Debt shall be expended by Enventis no later than three (3) Business Day following Enventis’s receipt thereof; (f) Guarantees following the occurrence of any Borrower or any Guarantor the events described in respect clause (b) of Indebtedness otherwise permitted hereunder the definition of any Enventis Restrictions Release Event, Debt of the GE Financing Subsidiary to the Borrower or any other Guarantor in an amount not to exceed (i) $5,000,000 of Debt incurred by the GE Financing Subsidiary Guarantorin the aggregate during any twelve-month period, less the aggregate amount of all investments in the GE Financing Subsidiary during such period pursuant to Section 12.3(a)(iii)(Y), and (ii) $15,000,000 of Debt incurred by the GE Financing Subsidiary in the aggregate during the term of this Agreement, less the aggregate amount of all investments in the GE Financing Subsidiary during the term of this Agreement pursuant to Section 12.3(a)(iii)(Z); (g) obligations until such time as an Enventis Restrictions Release Event has occurred, Debt of Enventis (contingent or otherwiseand Guaranty Obligations of the Borrower with respect thereto) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business to GE Commercial Distribution Finance Corporation for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, wholesale inventory financing upon terms and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions conditions acceptable to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Administrative Agent in an aggregate amount not to exceed at $25,000,000 on any time date of determination (the difference between “GE Financing”); (h) Debt to depository institutions with respect to cash management and similar arrangements in the Letter ordinary course of Credit Facility business; (i) Debt representing deferred compensation to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business; (j) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Outstanding Amount Secured Parties; (k) following the occurrence the events described in clause (b) of L/C Obligationsthe definition of Enventis Restrictions Release Event, Debt of the GE Financing Subsidiary (and Guaranty Obligations of the Borrower with respect thereto) to GE Commercial Distribution Finance Corporation for wholesale inventory financing upon terms and conditions acceptable to the Administrative Agent in an aggregate amount not to exceed $25,000,000 on any date of determination (the “Restructured GE Financing”); (l) Debt in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, surety bonds or other similar obligations arising in the ordinary course of business; and (m) contingent obligations in respect of purchase price adjustments or indemnification obligations set forth in agreements providing for the acquisition or disposition of any asset of the Borrower or any Subsidiary so long as all such contingent obligations are discharged within 30 days of the date the amount thereof becomes absolute or liquidated and the related acquisition or disposition is otherwise permitted hereby.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than the date that is six (6) months 45 days following the Maturity Datecompletion of such construction or improvement, as the case may be and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with such Debt does not exceed the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price cost of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts asset as of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more date of such individuals are acquisition or completion of construction thereof or of such improvement on the trustee(s)date of completion thereof, as the case may be; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Borrowing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed the greater of (i) $450,000,000 and (ii) 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $250,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) [reserved]; (n) Suretyship Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted hereunder; (o) other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (o), the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) $900,000,000 and (ii) 15% of consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to the extent that such obligations constitute Debt)Section 10.1.1 or 10.1.2; and (ip) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations[reserved].

Limitations on Debt. None of the Loan Parties shall (a) The Parent Corporation will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or Notes; (ii) other Subordinated Debt of the Parent Corporation and its Subsidiaries (Aincluding, without limitation, Priority Indebtedness) that (x) has a final scheduled maturity date no earlier than outstanding as of the date of this Agreement and described on SCHEDULE 5.1.15 hereto; (iii) additional Debt of the Parent Corporation and its Subsidiaries; provided that is six at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (61) months following no Default or Event of Default would exist, (2) Consolidated Debt shall not exceed 60% of Consolidated Total Capitalization, and (3) in the Maturity Datecase of the issuance of any Priority Indebtedness, the aggregate amount of Consolidated Priority Indebtedness (including the Priority Indebtedness then to be created or incurred) shall not exceed 25% of Consolidated Net Worth; (iv) Debt of a Subsidiary owing to the Parent Corporation or to a Wholly-owned Subsidiary. (b) Debt issued or incurred within the limitations of SECTION 10.3(a)(ii) or (iii) (other than Debt from time to time issued or incurred pursuant to the Bank Credit Agreement) may be renewed, extended, refunded or replaced (without increase in the principal amount remaining unpaid at the time of such renewal, extension, refunding or replacement, except as otherwise expressly contemplated by the definition of "Designated Priority Indebtedness"), provided that at the time of such renewal, extension, refunding or replacement, and (y) has after giving effect thereto, no scheduled payments Default or Event of principal prior to its scheduled maturity dateDefault would exist. Any renewal, (B) evidenced by extension, refunding or replacement of the Bank Credit Agreement may be consummated, whether or not a Subordinated Note Default or Subordinated Guaranty incurred in connection with Event of Default exists at the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price time of such Acquisition renewal, extension, refunding or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ replacement. The aggregate amount of Debt which may be created or incurred under such Bank Credit Agreement or any trusts renewal, extension, refunding or replacement thereof may not exceed U.S. $545,000,000, and each draw or borrowing of which, he, his wife, his children or his grandchildren are Debt pursuant to the sole beneficiaries and for which one or more Bank Credit Agreement must be incurred within the limitations of such individuals are the trustee(sSECTION 10.3(a)(iii)(2);. (c) purchase money Debt Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this SECTION 10.3 be deemed to have created, assumed or Capital Leases of incurred at the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount time it becomes a Subsidiary all Indebtedness of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time;Person existing immediately after it becomes a Subsidiary. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) The Parent Corporation will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur or in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;manner become liable in respect of: (ei) Debt existing as any Indebtedness of the Effective Date as listed Parent Corporation and/or its Subsidiaries of the type referred to on Schedule 5.15; clause (f) Guarantees of the definition of "Indebtedness" ("Purchase Money Indebtedness"), or (ii) any Borrower or any Guarantor Contingent Liability of the Parent Corporation and/or its Subsidiaries in respect of Indebtedness otherwise permitted hereunder of a Person (other than a Subsidiary of the Parent Corporation) that is of a type described in clause (a), (b), (c) or (f) of the definition of "Indebtedness" ("Third Parry Guaranties"), if at the time of creation, issuance, assumption, guarantee or incurrence of any Borrower such Purchase Money Indebtedness or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) Third Party Guaranty and after giving effect thereto, the aggregate principal amount of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, all Purchase Money Indebtedness and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions Indebtedness entitled to the defaulting party; benefit of Third Party Guaranties (hdetermined on a consolidated basis without duplication) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters would exceed 2.5% of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsConsolidated Net Worth.

Limitations on Debt. None of Neither the Loan Parties shall Company nor any Subsidiary will create, assume, guarantee or otherwise incur, or suffer to be incurred assume or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred created under this Agreementthe Loan Documents and Debt in respect of the Pari Term Loans; (b) Existing Debt; (c) Debt of the Company or any of its Subsidiaries which is not secured by a Lien on any Collateral so long as immediately after giving effect to the incurrence of such Debt and any substantially concurrent transactions, (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date no Default has occurred and listed on Schedule 5.15 or is continuing and (ii) other Subordinated the Company and Corp. would be in pro forma compliance with each of the covenants set forth in Section 5.06 as of the last day of the most recently ended fiscal quarter of the Company and Corp. for which financial statements are available; (d) Debt of Company or any of its Subsidiaries owed to Company or any of its Subsidiaries ; provided that, in the case of any such Debt owed to QSC if such Debt is evidenced by an Instrument, the Instrument shall have been delivered to the Collateral Agent in accordance with the Security and Pledge Agreement,; (e) Debt of Company and its Subsidiaries secured by Liens on the Collateral, so long as either (A) (i) the Liens on the Collateral securing such Debt shall be junior and subordinated to the Facility Liens as provided in the 2004 Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent), (ii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (e), together with all Existing Debt that is secured by a Lien on the Collateral that is junior and subordinated to the Facility Liens, at any time shall not exceed the sum of (x) has a final scheduled maturity date no earlier than an amount equal to the date amount of Existing Debt on the Closing Date that is six (6) months following secured by a Lien on the Maturity Date, Collateral that is junior and subordinated to the Facility Liens plus (y) has no scheduled payments $5,000,000,000 (Debt outstanding in reliance on this Section 5.12(e)(A) being referred to as “Permitted QSC Junior Lien Debt”) (it being understood that if and when any such junior liens initially securing any such Permitted QSC Junior Lien Debt are released, the subordination provisions relating to such debt may terminate) and (iii) immediately after giving effect to the incurrence of principal prior to its scheduled maturity dateany Permitted QSC Junior Lien Debt, the Company and Corp. would be pro forma compliance with each of the covenants set forth in Section 5.06 as of the last day of the most recently ended fiscal quarter of the Company and Corp. for which financial statements are available) or (B) evidenced such Liens secure obligations in respect of (y) Pari Term Loans and (z) letters of credit with an aggregate face amount not to exceed $150,000,000 and are created pursuant to the Security and Pledge Agreement (or other documentation satisfactory to the Administrative Agent); (f) Purchase Money Debt secured by a Subordinated Note Lien on the property acquired, constructed or Subordinated Guaranty incurred in connection with improved of (i) the Acquisition permitted by Section 7.04(cCompany or any other Subsidiary of the Company (other than QSC and Corp. and its Subsidiaries) in an aggregate principal amount not to exceed in excess of $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” 250,000,000 and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from Corp. and its obligation to make payments on outstanding transactions Subsidiaries in an unlimited amount provided that after giving effect to the defaulting party; incurrence of any such Purchase Money Debt, the Company and Corp. would be in pro forma compliance with each of the covenants set forth in Section 5.06 as of the last day of the most recently ended fiscal quarter of the Company and Corp. for which financial statements are available (hDebt outstanding in reliance on this Section 5.12(f) obligations under Secured Cash Management Agreements (being referred to the extent that such obligations constitute as “Permitted Purchase Money Debt”); and (ig) obligations (whether direct or contingent) arising under letters Debt of credit issued within a Securitization Subsidiary in respect of Permitted Receivables Financing. Notwithstanding the year before the Letter of Credit Expiration Dateprovisions set forth above, which obligations are in an aggregate amount this Section 5.12 shall not to exceed apply at any time the difference between the Letter of Credit Facility and the Outstanding Amount of when there are no Loans or L/C ObligationsObligations outstanding (it being understood that the Borrower shall be required to be in compliance with this Section 5.12 on a pro forma basis for each Credit Extension).

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent. (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesamount) not to exceed $10,000,000 at any timethereof; (d) purchase money Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including of the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeBorrower and its Subsidiaries; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness and the Subsidiary Guarantors not otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000) on any date of determination; (f) the Senior Subordinated Notes and any refinancing of the Senior Subordinated Notes with senior unsecured notes (which may or may not be subordinated); provided that, with respect to any such refinancing, (A) no Default or Event of Default shall have occurred and be continuing and would be caused by such refinancing, (B) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to any such refinancing, (C) the amount of any such refinancing shall not exceed the aggregate outstanding principal amount of the Senior Subordinated Notes at the time of such refinancing except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, (D) the final maturity date of such refinancing shall not be prior to the Revolving Credit Maturity Date, (E) such refinanced Debt shall rank no higher than pari passu with the Obligations and shall be unsecured, (F) the terms relating to principal amount (such as amortization), and other material terms taken as a whole, of any time such refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect (other than with respect to subordination) to the difference between Credit Parties or the Letter Lenders than the terms of Credit Facility the Senior Subordinated Notes and the Outstanding Amount interest rate applicable to any such refinancing does not exceed the then applicable market interest rate and (G) shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent; (g) other Subordinated Debt; provided, however, (i) that no Default or Event of L/C Default shall have occurred and be continuing and would be caused by the issuance of such Subordinated Debt and (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Debt; (h) Guaranty Obligations (including, without limitation, the Subsidiary Guaranteed Obligations) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (i) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (g), (m) and (n) of this Section 11.1; (j) Guaranty Obligations with respect to Operating Leases of the Subsidiary Guarantors; (k) Guaranty Obligations with respect to Debt of (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, that the aggregate outstanding amount of all such Guaranty Obligations permitted under this Section 11.1(k) plus the aggregate amount of all Permitted Acquisitions permitted under Section 11.3(c) hereunder plus the aggregate outstanding amount of all investments (other than Permitted Acquisitions) permitted under Section 11.3(c) hereunder plus the aggregate amount of all sales permitted under Section 11.5(j) hereunder shall not exceed Twenty Million Dollars ($20,000,000) in the aggregate during the term of the Credit Facility; (l) Debt owed by any Subsidiary Guarantor to the Borrower, by the Borrower to any Subsidiary Guarantor, or by any Subsidiary Guarantor to another Subsidiary Guarantor; (m) Debt of the Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) per calendar year; and (n) Debt of the Borrower and the Subsidiary Guarantors secured by non-Collateral assets in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) on any date of determination; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of the Subsidiary Guarantors (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations; provided, further, that notwithstanding any of the foregoing, no SRLS Entity shall be permitted to incur any Guaranty Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Agent; (c) purchase money Debt or Capital Leases existing on the Closing Date, as set forth on Schedule 6.1(t) --------------- of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Disclosure Letter and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $2,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $1,000,000 on any date of determination; (f) Debt of the Letter Borrower and its Subsidiaries owing to sellers in connection with acquisitions permitted pursuant to Section 10.4(c) in an aggregate amount not to exceed $10,000,000 on any date of Credit Facility determination; provided, that such Debt shall be subordinated substantially in accordance with -------- the terms and provisions set forth on Exhibit J attached hereto and incorporated --------- herein by reference; (g) intercompany Debt; provided, that the Outstanding Amount aggregate amount of L/C Debt -------- owing from any Subsidiary which is not a Subsidiary Guarantor to the Borrower or any Subsidiary Guarantor shall not exceed $5,000,000 on any date of determination; (h) Debt of the Borrower and its Subsidiaries not otherwise permitted hereby in an aggregate amount not to exceed $1,000,000 on any date of determination; and (i) Debt consisting of Contingent Obligations permitted by Section 10.2; provided, that none of the Debt permitted to be incurred by this Section shall -------- restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) Unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary; (d) unsecured Debt of the Company to Domestic Subsidiaries; (e) (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Floor Plan Financing provided to the Company or any Domestic Subsidiary by any Floor Plan Financing Provider party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or to DCFS in respect of Floor Plan Financings; (iij) other Subordinated Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $50,000,000; (Ak) that Debt of Foreign Subsidiaries to (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and Company or any Subsidiary or (y) has no scheduled payments any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)kind; (cl) purchase money Debt or Capital Leases recourse obligations, repurchase obligations and Suretyship Liabilities of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Company (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as other than Suretyship Liabilities of the Effective Date as listed on Schedule 5.15; (fCompany and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or and Domestic Subsidiaries arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for in connection with the purpose sale of directly mitigating risks associated with liabilities, commitments, investments, assets, retail installment contracts or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and retail leases involving Motor Vehicles to financial institutions that are not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyRestricted Affiliates; (hm) obligations under Secured Cash Management Agreements arising from agreements by the Company or a Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (to n) Debt of the extent Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such obligations constitute Debt is extinguished within three Business Days of incurrence; (o) Real Estate Debt), provided that the aggregate outstanding principal amount of all Real Estate Debt of the Company and its Subsidiaries shall not exceed $175,000,000 at any time; and (p) Suretyship Liabilities of the Company or any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) other obligations (whether direct or contingent) arising under letters incurred in the ordinary course of credit issued within business of the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Company and the Outstanding Amount of L/C Obligationsits Domestic Subsidiaries.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition Administrative Agent, (c) existing Debt set forth on Schedule 9.1, (d) Debt consisting of Contingent Obligations permitted by Section 7.04(c9.2, (e) Debt of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Intercompany Subordination Agreement, (f) Debt constituting trade payables and accruals arising in an aggregate principal amount not to exceed $1,000,000the ordinary course of business of AHL and its Subsidiaries, (g) Debt for which any Person acquired by AHL in a transaction permitted by Section 9.4(g) is obligated, but only if such Debt has as its sole obligor such acquired Person, (h) Debt constituting seller financing incurred in connection with a purchase or acquisition permitted by Section 9.4(g), and unsecured Debt for borrowed money of any Foreign Borrower so long as the proceeds of which are used solely for working capital and general corporate purposes by such Foreign Borrower, provided that the aggregate principal amount of all such Debt referred to financeabove in this clause (h) outstanding at any time does not to exceed the Assigned Dollar Value of $10,000,000, in whole or in part, the purchase price of such Acquisition or and (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (ci) purchase money Debt or and Capital Leases of secured only by an interest in the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount property being acquired, but only (including x) if the outstanding principal amount of such purchase money Debt and outstanding Attributable Indebtedness in respect the amount of such Capital Leases) not Leases attributable to exceed $10,000,000 at any time; (d) principal, when aggregated with all other purchase money Debt incurred to finance Acquisitions permitted and the principal amounts of Capital Leases entered into by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower AHL or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,500,000 in total, and (y) if the amount of such obligations are (or were) Capital Leases attributable to principal, when aggregated with all principal amounts of Capital Leases entered into by such Person in the ordinary course AHL or any of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation Subsidiaries pursuant to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and this clause (i) obligations (whether direct or contingent) arising under letters of credit issued within during the year before the Letter of Credit Expiration Datecurrent Fiscal Year, which obligations are does not exceed $1,000,000 in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationstotal.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition)); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $50,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 5% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds Company and its Subsidiaries as of which are used to finance, in whole or in part, the purchase price last day of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and Fiscal Quarter most recently ended for which one financial statements have been delivered pursuant to Section 7.01(a) or more of such individuals are the trustee(s7.01(b); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 7.08(c), 7.08(f) not to exceed $10,000,000 at any timeor 7.08(t); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Closing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 7.07; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed); (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) obligations Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under Secured Cash Management Agreements surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $100,000,000 and (ii) 10% of the consolidated tangible assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b); provided, that the aggregate outstanding amount of all Securitization Obligations of the Domestic Borrowers and the Domestic Subsidiaries of the Company shall not exceed $35,000,000 at any time. (l) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; (m) Debt arising under any Note Purchase Agreement or any Senior Note (and renewals, refinancings and extensions thereof) and, subject to Section 7.16, any guarantee of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt permitted hereunder (but subject to any limitations otherwise applicable to the extent that Company to incur such Debt directly); (o) Debt of a Foreign Subsidiary other than a Loan Party; (p) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (q) Suretyship Liabilities of any Loan Party or any Subsidiary with respect to (i) recourse obligations constitute Debt)resulting from endorsement of negotiable instruments for collection in the ordinary course of business and (ii) workers’ compensation and similar obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; (r) other unsecured Debt and, subject to Section 7.17, any guaranty thereof; and (s) to the extent constituting Debt, Investments permitted under Section 7.17; provided that, at the time of incurrence of Debt described in clause (m), clause (o) or clause (r) after the Closing Date, (i) obligations the Company is in pro forma compliance with the covenants set forth in Section 7.06 and (whether direct ii) no Default shall exist or contingent) arising under letters result from the incurrence of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationssuch Debt.

Limitations on Debt. None of the Loan Parties shall Unless previously approved by Lender in writing, create, incur, assume, suffer to exist or guarantee any additional Debt in excess of $200,000, including lease obligations, whether or otherwise not classified as Capital Lease Obligations, other than; (a) the Obligations, (b) existing Debt (including Capital. Lease Obligations) described on the Financial Statements described in Section 4.2 (but not the increase thereof), (c) operating leases required for the business of Borrower and entered into in the ordinary course of business, and (d) equipment and auto leases not to exceed $2,000,000 per year. SECT'ION7.9 Limitations on Liens. Create, incur, assume or suffer to be incurred exist, any Lien on or permit with respect to exist any of its owned property, real or in any manner be personal (including without limitation capital stock or become liable in respect of any Debtother ownership interests), exceptwhether now owned or hereafter acquired, except the following “Permitted Liens”: (a) Debt incurred under this AgreementLiens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are the subject of a Permitted Protest; (ib) Debt evidenced by the Subordinated Notes The claims of materialmen, mechanics, carriers, warehousemen, processors or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 landlords for labor, materials, supplies or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty rentals. incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business (i) which are not overdue for the purpose a period of directly mitigating risks associated with liabilities, commitments, investments, assets, more than thirty (30) days or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating which are the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partysubject of a Permitted Protest; (hc) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under Secured Cash Management Agreements (workers compensation, unemployment insurance or similar claims or to secure the extent that such performance of tenders, bids, contracts, statutory obligations constitute Debt); andand other similar obligations; (id) obligations (whether direct or contingent) Liens in favor of Lender arising under letters the Loan Documents; (e) Purchase money Liens existing as of credit issued within the year before the Letter of Credit Expiration Datedate hereof, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsor otherwise permitted hereunder.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than the date that is six (6) months 45 days following the Maturity Datecompletion of such construction or improvement, as the case may be and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with such Debt does not exceed the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price cost of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts asset as of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more date of such individuals are acquisition or completion of construction thereof or of such improvement on the trustee(s)date of completion thereof, as the case may be; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Restatement Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to Parent or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of Parent or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed the greater of (i) $450,000,000 and (ii) 5% of the consolidated assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $250,000,000 and (ii) 12% of the consolidated assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Restatement Date, Parent is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than Parent, the Company or any other Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the extent Company with respect to Debt of any Significant Subsidiary permitted hereunder; (o) other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that such are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (o) after the Restatement Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations constitute Debt)hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) $900,000,000 and (ii) 15% of consolidated assets of Parent and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; and (p) Parent Debt; provided that (i) obligations (whether direct or contingentx) arising so long as any Parent Acquisition Debt is outstanding, any Subsidiary that guarantees the Parent Acquisition Debt shall be a Subsidiary Guarantor and (y) so long as any Debt is outstanding under letters of credit issued within Parent Existing Credit Agreement, any Subsidiary that guarantees the year before such Debt shall be a Subsidiary Guarantor, (ii) the Letter of Credit Expiration DateParent Acquisition Debt arises under an Additional Obligations Agreement (as defined in the Intercreditor Agreement) and (iii) such Parent Acquisition Debt and Parent Existing Debt, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsif secured, is secured only by Liens permitted by Section 10.8(m).

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) the Credit Agreement or Permitted Refinancing Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed $1,000,000(as determined from time to time, the proceeds "Maximum Senior Indebtedness") (i) $30,000,000 of which are used to financerevolving Senior Indebtedness, (ii) $150,000,000 of term Senior Indebtedness, (iii) $50,000,000 of Acquisition Loans, and (iv) $30,000,000 of additional Senior Indebtedness (whether revolving or term), in whole each case with respect to this Section 6.9 less the aggregate principal amount of any permanent reductions of commitments for revolving Senior Indebtedness or Acquisition Loans or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and guaranties in partrespect of Debt described in the foregoing clauses (i), (ii), (iii) and (iv); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by GTCR Capital and the existing Debt listed on the attached "Unsecured Seller Debt Schedule"; provided that the aggregate principal amount of all such Acquisition or Debt (Cother than (i) the Debt designated with an asterisk on the Unsecured Seller Debt Schedule, and (ii) an unsecured seller note payable in connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or contingent upon the performance of EPIC) shall not at any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)time exceed $7,500,000; (c) purchase money Debt or arising under Capital Leases of the Borrowers incurred to finance Capital Expenditures Leases, Debt secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasessubsection 6.10(c) not to exceed $10,000,000 at any time; or (d) ), Rhode Island Non-Recourse Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed $13,000,000, and other Debt outstanding on the date hereof and listed on the attached "Capital Lease Debt Schedule", and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $25,000,000; (d) Debt of Subsidiaries owed to the difference between Company; (e) Hedging Obligations of the Letter Company for the hedging of interest payments on the Senior Indebtedness to the extent required by the Credit Facility Agreement; (f) unsecured Debt of the Company to Subsidiaries; (g) the Loans made hereunder; (h) subordinated Debt issued to former employees to repurchase stock from such former employees in an aggregate principal amount at any time outstanding not to exceed $2,500,000; (i) the Baltimore Bonds; and (j) Suretyship Liabilities with respect to performance and payments bonds issued for the Outstanding Amount benefit of L/C Obligationscustomers of the Company and its Subsidiaries, in the ordinary course of business.

Limitations on Debt. None of the Loan Parties shall The Company will not create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i1) Debt evidenced by the Subordinated Notes (as amended from time to time); (2) Debt evidenced by the WF Credit Agreement; (3) Any Swap entered into by the Company on an unsecured basis or Subordinated Guaranties outstanding secured by the same collateral that secures the Financing Documents, but on a junior and subordinate basis satisfactory to the Effective Date Collateral Agent and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following Required Lenders, as part of an interest rate protection program approved in writing by the Maturity Date, and (y) has no scheduled payments of principal Required Lenders prior to its scheduled maturity date, the Company’s entering into such Swap; (B4) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with secured Debt of the Acquisition Company permitted by pursuant to Section 7.04(c10.9(h) in an aggregate principal amount not to exceed $1,000,000, 2,500,000; and (5) debt under the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)New Notes; (6) refinancings, renewals, or extensions of Debt permitted under clause (2) (and continuances or renewals of any Permitted Liens associated therewith) as long as (a) the terms and conditions of the refinancings, renewals, and extensions do not, in the Agent’s and the Lenders’ judgment, materially impair the prospects of repayment of the Obligations by the Company or materially impair the Company’s creditworthiness, (b) the refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Debt so refinancing, renewed, or extended, (c) purchase money Debt the refinancings, renewals, or Capital Leases extensions do not result in the shortening of the Borrowers incurred average weighted maturity of the Debt so refinanced, renewed, or extended, nor are they on terms and conditions that, taken as a whole, are materially more burdensome or restrictive to the Company, (d) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension of Debt must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt, and (e) the Debt that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons that were obligated with respect to the Debt that was refinanced, renewed, or extended; (7) Debt in respect of Capital Lease Obligations to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt)10.5; and (i) obligations (whether direct or contingent) arising under letters of credit issued within 8) Other Debt that, in the year before the Letter of Credit Expiration Dateaggregate, which obligations are in an aggregate amount does not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations$3,000,000.

Limitations on Debt. None The Borrower will not and will not permit any of the Loan Parties shall its Consolidated Subsidiaries to create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by of the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Borrower incurred in connection with any Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition Administrative Agent; (c) Debt of the Borrower and any of its Consolidated Subsidiaries existing on the Closing Date and not otherwise permitted by under this Section 7.04(c11.1, as set forth on Schedule 7.1(s) and the renewal and refinancing (but not the increase) thereof; (d) Debt incurred in connection with Capitalized Leases in an aggregate principal amount not to exceed in the case of the Borrower, $1,000,00050,000, and in the proceeds case of which are used its Consolidated Subsidiaries $600,000, on any date of determination; (e) purchase money Debt of the Borrower and its Consolidated Subsidiaries in an aggregate amount not to financeexceed in the case of the Borrower, $50,000, and in whole or in partthe case of its Consolidated Subsidiaries $600,000, the purchase price on any date of such Acquisition or determination; (Cf) is owing to Debt of Kinder Morgan G.P. arising by operation of law solely as a result of Kinder ▇▇▇▇▇▇ ▇.▇. being the general partner of Kinder Morgan Energy and any ▇▇ ▇▇▇ ▇▇▇P Operating Subsidiaries or any ▇▇▇▇▇ ▇▇▇▇▇ or any trusts ▇▇rship of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorit is a partner; (g) obligations other Debt not to exceed in the case of the Borrower, $50,000, and in the case of its Consolidated Subsidiaries $600,000, in the aggregate at any time; and (contingent h) Debt permitted under Section 11.3. provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that of its Subsidiaries (i) such obligations are (or were) entered into by such Person in the ordinary course form of business dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrower to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(t) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $15,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $15,000,000 on any date of determination; (f) Debt consisting of Guaranties permitted by Section 10.2; (g) Debt of the Letter Borrower or any Subsidiary incurred in connection with the acquisition of Credit Facility Tokai Electronics Co., Ltd. in an aggregate amount not to exceed $22,000,000 on any date of determination; and (h) unsecured Debt of the Borrower and its Subsidiaries other than the Outstanding Amount Debt described in clauses (a) through (g) above in an aggregate amount not to exceed $10,000,000 on any date of L/C determination; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its other Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt or Capital Leases existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to each series of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an Senior Notes, (i) the respective aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect series shall not be increased, (ii) the maturity date of any such renewal, refinancing, extension or replacement of such Capital Leasesseries shall not be prior to or shorter than the existing maturity date of such series and (iii) not any such renewal, refinancing, extension or replacement of such series shall be on terms no more restrictive to exceed $10,000,000 at any time;the Borrowers and their Subsidiaries than the terms of such series. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $85,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 11.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 7 of Schedule 7.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 11.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; and (l) Additional Debt in an aggregate amount not to exceed $100,000,000 on any date of determination. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 11.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) obligations under Capital Leases and (ii) Debt evidenced assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the Subordinated Notes acquisition thereof (and not incurred in contemplation of such acquisition); provided that (x) such Debt is incurred prior to or Subordinated Guaranties substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date of such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) the aggregate outstanding principal amount of all Debt described in this clause (b) does not at any time exceed the greater of (A) $80,000,000 and (B) 10% of the consolidated tangible assets of the Company and its Subsidiaries; (c) Debt secured by Liens permitted by subsection 10.8(k); (d) Debt outstanding on the Effective Date and listed on in Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt so long as listed on Schedule 5.15the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing and the principal amount thereof is not increased; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculation; (h) obligations Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under Secured Cash Management Agreements surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to 5% of the extent that consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at any time the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt under the Existing Credit Agreement, so long such obligations constitute Debt)Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; and (in) obligations (whether direct or contingent) arising under letters other unsecured Debt of credit issued within the year before Company and Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the Letter time of Credit Expiration Dateincurrence thereof, which obligations are the Company is in an aggregate amount not to exceed at any time pro forma compliance with the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationscovenants set forth in Section 10.6.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations and Cash Management Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with (i) any Hedging Agreement incurred in the Acquisition ordinary course of business and not for speculative purposes and (ii) Cash Management Obligations entered into in the ordinary course of business; (c) Debt existing on the Closing Date, as set forth on Schedule 11.1(c); (d) Debt of the Borrower and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Debt in an aggregate amount not to exceed $35,000,000 outstanding at any time; (e) unsecured Subordinated Debt of the Borrower and Guaranty Obligations of the Guarantors with respect to such Subordinated Debt; provided that in the case of each issuance of Subordinated Debt and each such Guaranty Obligation, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with Sections 10.1 and 10.2 on a pro forma basis after giving effect to any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (iii) the Borrower shall have complied with the requirements of Section 4.4(b) and (iv) all Guaranty Obligations under this subsection (e) shall be subordinated to the Obligations to the same extent that the Subordinated Debt guaranteed by such Guaranty Obligation is subordinated to the Obligations. (f) Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, 25,000,000 outstanding at any time; provided that no more than the proceeds lesser of which are used to finance, (i) $3,000,000 in whole or in part, aggregate principal amount outstanding at any time and (ii) the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leaseswhich may be secured pursuant to Section 11.2(q) not (after giving effect to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorDebt which is secured thereunder) may be secured; (g) obligations Guaranty Obligations with respect to Debt permitted pursuant to subsections (contingent or otherwisea) through (d) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythis Section; (h) obligations under Secured Cash Management Agreements (Debt owed by any Restricted Subsidiary to the extent that such obligations constitute Debt); and (i) obligations (whether direct Borrower, by the Borrower to any Restricted Subsidiary, or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not by any Restricted Subsidiary to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.another Restricted Subsidiary;

Limitations on Debt. None No Credit Party will, and no Credit Party will permit any of the Loan Parties shall its Subsidiaries to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 12.1(b)) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (b) Debt incurred in connection with a Lender Hedging Agreement not entered into for speculative purposes and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt of the Credit Parties and their Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $20,000,000 at any time outstanding; (d) purchase money Debt of the Credit Parties and their Subsidiaries in an aggregate amount not to exceed $15,000,000 at any time outstanding; (e) unsecured intercompany Debt owed by any Credit Party to another Credit Party; (f) unsecured Guaranty Obligations with respect to Debt permitted pursuant to Sections 12.1(a) through 12.1(e); (g) other unsecured Guaranty Obligations of the Parent with respect to the rent obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $40,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this Agreementclause (g) if an Event of Default has occurred and is continuing; (h) other unsecured Guaranty Obligations of the Parent with respect to the other debt obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $20,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this clause (h) if an Event of Default has occurred and is continuing; (i) Debt evidenced by of the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred Parent in connection with the Acquisition permitted by Section 7.04(c) those certain $7,500,000 City of Siloam Springs, Arkansas Variable/Fixed Rate Demand Industrial Development Revenue Bonds (La-Z-Boy Chair Company Project), Series 1994, in an aggregate principal amount not to exceed $1,000,0007,100,000, the proceeds of which are used to financeminus any repayments, in whole prepayments or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other payments thereof; (cj) purchase money Debt or Capital Leases reimbursement obligations of the Borrowers incurred Parent with respect to finance Capital Expenditures permitted that certain letter of credit issued by this Agreement in an aggregate outstanding amount (including Branch Banking and Trust Company for the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as account of the Effective Date Parent as listed on Schedule 5.15;3.8; and (fk) Guarantees obligations of any Borrower Credit Party with respect to any letter of credit; provided, that at the time of issuance of such letter of credit, and after giving effect to the issuance, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of the Revolving Credit Commitment, (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.05:1.00 calculated on a pro-forma basis, and (iii) no Default or Event of Default shall have occurred and be continuing or be caused by such issuance. (l) additional secured or unsecured Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 12.1; provided, that, at the time of incurring such Debt, and after giving effect to the incurrence of such Debt, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of the Revolving Credit Commitment, and (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.05:1.00 calculated on a pro-forma basis. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 12.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Credit Party or any Guarantor in respect of Indebtedness otherwise permitted hereunder of Subsidiary thereof to make any Borrower payment to any Credit Party or any other Subsidiary Guarantor; thereof (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Credit Parties to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations hereunder, under this the other Loan Documents, under the Credit Agreement and under the other "Loan Documents" as defined in the Credit Agreement; (ib) unsecured Debt evidenced by of the Company (excluding Contingent Payments and Seller Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(sDebt); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness Company or any Subsidiary in respect of Capital Leases or arising in connection with the acquisition of equipment (including Debt assumed in connection with an asset purchase permitted by Section 10.11, or ------------- incurred pursuant to a Capital Lease or in connection with the acquisition of equipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in each case so long as such Capital Leases) ------------- Debt is not incurred in contemplation of such purchase), and refinancings of any such Debt so long as the terms applicable to exceed $10,000,000 such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any timetime outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$75,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an the Company; provided that the aggregate outstanding amount (including the outstanding principal amount of any all such Debt assumed as part of any such Acquisition) Foreign Subsidiaries owed to the Company shall not to exceed $10,000,000 at any timetime exceed 15% of the consolidated assets of the Company and its Subsidiaries; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course aggregate principal amount of business for the purpose -------- all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” U.S.$50,000,000 and (ii) such Swap Contract does the Company shall not contain issue or incur any provision exonerating Debt described in clause (d) of the non-defaulting party from its obligation to make payments on outstanding transactions definition of ---------- Subordinated Debt (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the defaulting party;Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section ------- 10; -- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the date hereof and listed in Schedule 10.7(g); ---------- ---------------- (h) Contingent Payments, provided that Parent shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the maximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (j) Permitted Senior Secured Debt and guarantees thereof, provided that the -------- aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$252,000,000; (k) Guarantees by Parent of the obligations of the Company or any Subsidiary; provided that any such guaranty is subordinated to the obligations of Parent under Secured Cash Management Agreements (the Parent Guaranty at least to the extent that such set forth in Exhibit G or otherwise in a manner reasonably satisfactory to the --------- Required Lenders; (l) unsecured recourse obligations constitute Debt)of the Company or any Subsidiary in respect of Vendor Financing Arrangements; and (im) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the price of Parent's stock. For purposes of clause (whether direct h) above, a Contingent Payment shall be deemed to ---------- be "outstanding" from the time that Parent or contingent) arising under letters of credit issued within any Subsidiary enters into the year before agreement containing the Letter of Credit Expiration Date, which obligations are obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in an aggregate amount not full or it has become certain that such Contingent Payment will never have to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsbe made.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to the Senior Notes, (i) the aggregate principal amount thereof shall not be increased (ii) the maturity date of any such renewal, refinancing, extension or Capital Leases replacement thereof shall not be prior to or shorter than the existing maturity date of the Senior Notes and (iii) any such renewal, refinancing, extension or replacement thereof shall be on terms no more restrictive to the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including and their Subsidiaries than the outstanding principal amount terms of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time;the Senior Notes. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $85,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 11.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 7 of Schedule 7.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 11.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; and (l) Additional Debt in an aggregate amount not to exceed $100,000,000 on any date of determination. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt incurred as of the Closing Date in connection with the Equipment Loan Financing (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt evidenced by when incurred shall not exceed one hundred percent (100%) of the Subordinated Notes purchase price or Subordinated Guaranties the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the Effective Date ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement (i) with a counterparty and listed on Schedule 5.15 upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent or (ii) other required pursuant to Section 7.10; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (f) Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than to FinC▇ ▇▇▇dencing intercompany loans by FinC▇ ▇▇ the date that is six (6) months following the Maturity Date, Borrower for short-term working capital and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) other general corporate purposes in an aggregate principal amount not to exceed $1,000,000, 14,500,000 (the proceeds of which are used "Subordinated Working Capital Loan"); provided that the Subordinated Working Capital Loan shall be subordinated pursuant to finance, an Intercompany Loan Subordination Agreement in whole or in part, form and substance satisfactory to the purchase price of such Acquisition or Administrative Agent; and (Cg) is owing Subordinated Debt to ▇▇▇▇▇▇FinC▇ ▇▇▇dencing the loan by FinC▇ ▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases Borrower of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Project Equity in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; 6,500,000 (das may be increased up to $8,000,000) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, "Subordinated Project Equity Loan"); provided that (i) such obligations are (or were) entered into by such Person the Subordinated Project Equity Loan shall be subordinated pursuant to an Intercompany 56 62 Loan Subordination Agreement in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, form and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions substance satisfactory to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsAdministrative Agent.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Hedging Agreement required pursuant to Section 7.04(c5.2(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Section 8.14; (c) purchase money Debt or Capital Leases incurred in connection with a swing line of the Borrowers incurred credit of up to finance Capital Expenditures permitted $5,000,000 provided by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeFirst Union; (d) existing Debt incurred set forth on Schedule 6.1(u) and the renewal and refinancing (but not the increase) thereof; provided that the Borrower agrees to finance Acquisitions permitted by Section 7.04(cpay in full, or cause to be paid in full, all indebtedness of SWVA, Inc., Steel of West Virginia and/or any other Subsidiary of Steel of West Virginia owing to The CIT Group/Business Credit, Inc. on or before the earlier to occur of (i) in an aggregate outstanding amount the Effective Time of the Merger, and (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionii) not to exceed $10,000,000 at any timeJanuary 15, 1999; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (f) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 10.2; and (h) additional Debt for borrowed money of the Letter Borrower; provided that prior to the incurrence of Credit Facility any such additional Debt for borrowed money of the Borrower (i) the Borrower shall have provided to the Agent and each of the Lenders information in reasonable detail concerning the proposed terms and conditions under which such additional Debt is to be incurred, (ii) the Agent and the Outstanding Amount of L/C ObligationsRequired Lenders shall have agreed in writing (which agreement will not be unreasonably withheld) that the terms and conditions under which such additional Debt is to be incurred do not violate Section 10.11 and are otherwise acceptable to the Agent and the Required Lenders, and (iii) if requested by the Agent or the Required Lenders, the obligee(s) with respect to the additional Debt shall have entered into an intercreditor agreement with the Agent and the Lenders in form and substance satisfactory to the Agent and the Required Lenders.

Limitations on Debt. None of the The Loan Parties shall not create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementthe Indebtedness and any renewals or refinancings thereof; (ib) any Debt evidenced by as described in Schedule 9.1(b) and any renewals or refinancings of such Debt in amounts not exceeding the Subordinated Notes scheduled amounts (less any required amortization according to the terms thereof or Subordinated Guaranties outstanding other payments made reducing the principal amount of such Debt) on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the Effective Date and listed on Schedule 5.15 otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (iic) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(cacquisition, construction or improvement of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease) in an aggregate principal amount not to exceed exceeding $1,000,000500,000 at any time outstanding, the proceeds of which are used to finance, in whole and any renewals or in part, the purchase price refinancing of such Acquisition Debt, on substantially the same terms or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts terms that are not more burdensome on such Loan Party as in effect on the date of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount incurrence of such Debt and outstanding Attributable Indebtedness otherwise in respect compliance with this Agreement, provided that no Default or Event of such Capital Leases) not Default has occurred and is continuing, both before and after giving effect to exceed $10,000,000 at any timethe incurrence, renewal or refinancing thereof; (d) Debt incurred the existing Subordinated Debt, and any renewals or refinancings thereof in amounts not exceeding the original principal amount thereof as of the Effective Date after giving effect to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including any payments made reducing the outstanding principal amount of any the existing Subordinated Debt assumed as part permitted under the existing Subordination Agreement plus the amount of any payable in kind interest, such Acquisitionrenewals and refinancings being subject to the terms of the existing Subordination Agreement and the other provisions of this Agreement; (d-1) not the Debt of Subsidiaries owed to exceed $10,000,000 at any timeBorrower to the extent permitted under Section 9.9(c-1) below; (e) Debt existing in respect of Hedging Contracts authorized as of the Effective Date as listed on Schedule 5.15required under Section 8.9; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise Guarantee Obligations to the extent permitted hereunder of any Borrower or any other Subsidiary Guarantorunder Section 9.3; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations or to or for the purpose benefit of directly mitigating risks associated with liabilitiesany Person providing workers’ compensation, commitmentshealth, investmentsdisability or other employee benefits or property, assetscasualty or liability insurance, or property held or reasonably anticipated by such Person, or changes all in the value ordinary course of securities issued by business in accordance with customary industry practices, in amounts and for the purposes customary in the Loan Parties’ industry and not, in the aggregate in excess of $250,000 at any time outstanding, plus the amount of any such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions appeal bonds required in connection with appeals relating to the defaulting party;Borrower’s pending litigation disclosed in Schedule 7.4; and (h) obligations under Secured Cash Management Agreements (additional unsecured Debt of the Loan Parties not otherwise described above, such additional unsecured Debt to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters consist of credit issued within the year before the Letter Debt not in excess of Credit Expiration Date, which obligations are $500,000 in an aggregate principal amount not to exceed at any one time outstanding, provided that no Default or Event of Default shall have occurred and be continuing at the difference between time of incurring such Debt or shall result from the Letter incurrence of Credit Facility and the Outstanding Amount of L/C Obligationssuch Debt.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a non-speculative Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of set forth on Schedule 11.1 which is existing on the Borrowers incurred Closing Date and is not otherwise referred to finance Capital Expenditures permitted by in this Agreement Section 11.1, and the renewal and refinancing (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount thereof in excess of such Debt and outstanding Attributable Indebtedness $5,000,000 in respect of such Capital Leasesthe aggregate) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $20,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $10,000,000 on any date of determination; (f) intercompany Debt (i) owed by a Credit Party to any other Credit Party, (ii) owed by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor and (iii) in connection with intercompany loans and advances permitted under Section 11.4(f) hereof; (g) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $30,000,000 on any date of determination; (h) unsecured obligations with respect to accrued and unpaid cash earnout payments reflected on the Consolidated balance sheet of the Borrower and its Subsidiaries and created in connection with any Permitted Acquisition in an amount not to exceed $20,000,000; (i) Debt consisting of Guaranty Obligations permitted by Section 11.2; (j) Subordinated Debt of the Borrower so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom as of the date of issuance of such Subordinated Debt, (ii) after giving effect to the issuance of such additional Subordinated Debt, the Borrower remains in pro forma compliance with the financial covenants set forth in Article X and (iii) the terms and conditions of such Subordinated Debt shall be in form and substance satisfactory to the Administrative Agent (including, without limitation, a maturity date that is no earlier than six (6) months after the later of the Revolving Credit Facility Maturity Date and the Outstanding Amount Term Loan Maturity Date); and provided, that none of L/C the Debt permitted to be incurred by this Section 11.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Credit Parties (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall (a) The Company will not, and will not permit any Subsidiary to, create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt, except: (a1) Funded Debt incurred under this Agreementevidenced by the Notes; (2) Funded Debt of the Company and its Subsidiaries outstanding as of the Closing Date and described on Schedule II attached hereto; (3) additional Funded Debt of the Company and Debt of its Subsidiaries, provided that at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (i) Consolidated Funded Debt evidenced would not exceed 50% of Consolidated Total Capitalization, and (ii) the sum of (A) Debt secured by Liens permitted and incurred within the Subordinated Notes or Subordinated Guaranties outstanding on limitations of ss. 5.8(h) and, without duplication, (B) the Effective Date aggregate amount of all Debt of Subsidiaries (other than Debt of Subsidiaries permitted by ss. 5.7(a)(5)) and listed on Schedule 5.15 (C) the aggregate amount of Attributable Debt of the Company and its Subsidiaries, would not exceed 15% of Consolidated Net Worth; (4) Current Debt of the Company, provided that during the twelve-month period immediately preceding the date of any determination hereunder, there shall have been a period of 60 consecutive days during which (i) the Company shall have been free of all Current Debt or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an largest aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price all Current Debt outstanding on each day of such Acquisition 60-day period did not exceed the amount of additional Funded Debt which could have been issued or (Cincurred by the Company within the limitations of ss. 5.7(a)(3) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more on each day of such individuals are the trustee(s); (c) purchase money period and which Current Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount shall during each day of such 60-day period be deemed to constitute outstanding Funded Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation any determination of additional Funded Debt to be issued or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating incurred within the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debtlimitations of said ss. 5.7(a)(3); and (i5) obligations Debt of a Subsidiary to the Company or to a Wholly-owned Subsidiary which is the parent corporation of such Subsidiary. (whether direct b) The renewal, extension or contingentrefunding of any Funded Debt, issued, incurred or outstanding pursuant toss. 5.7 (a) arising under letters shall constitute the issuance of credit issued within additional Funded Debt which is, in turn, subject to the year before limitations of the Letter applicable provisions of Credit Expiration Datethis ss. 5.7. (c) Any corporation which becomes a Subsidiary after the date hereof shall for all purposes of this ss. 5.7 be deemed to have created, which obligations are in an aggregate amount not to exceed assumed or incurred at any the time the difference between the Letter it becomes a Subsidiary all Debt of Credit Facility and the Outstanding Amount of L/C Obligationssuch corporation existing immediately after it becomes a Subsidiary.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (ib) Debt evidenced (other than Real Estate Debt) secured by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Liens permitted by Section 7.04(c9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate principal amount not exceeding $5,000,000 at any one time outstanding except as required to exceed prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (d) unsecured Debt of the Company to Domestic Subsidiaries, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $1,000,0005,000,000 at any one time outstanding except as required to prevent any default under, the proceeds any automotive framework, franchise or dealer agreement of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to MB Greenwich; C\251418.▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;16509377 (e) Debt existing (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the Effective Date respective Domestic Subsidiary under the Loan Documents on substantially the same basis as listed on Schedule 5.15the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorHedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) obligations Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (contingent h) Debt with respect to any Dealer Financing provided to the Company or otherwiseany Domestic Subsidiary by any Dealer Financing Provider that is a party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt to MBFS in respect of Dealer Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any Borrower time exceeding $250,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary existing or (y) any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of the Company (other than Suretyship Liabilities of the Company and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) and Domestic Subsidiaries arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the purpose Company or any of directly mitigating risks associated with liabilitiesits Subsidiaries arising from the honoring by a bank or other financial institution of a check, commitments, investments, assets, draft or property held or reasonably anticipated by such Person, or changes similar instrument inadvertently (except in the value case of securities issued by daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Person, and not for purposes Debt is extinguished within three Business Days of speculation incurrence; (o) Real Estate Debt; (p) Suretyship Liabilities of the Company or taking a “market view;” and any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the C\251418.▇▇▇▇▇▇▇▇▇▇ 16509377 Debt permitted under Section 9.7(k)) or (ii) such Swap Contract does not contain any provision exonerating other obligations incurred in the non-defaulting party from ordinary course of business of the Company and its obligation to make payments on outstanding transactions to the defaulting partyDomestic Subsidiaries; (hq) obligations under Secured Cash Management Agreements (to other Suretyship Liabilities of the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Company and its Domestic Subsidiaries in an aggregate amount not to exceed at any time the difference between the Letter exceeding $50,000,000; (r) Debt of Credit Facility and the Outstanding Amount of L/C ObligationsMB Greenwich with respect to Dealer Financings; and (s) [reserved].

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under the STEP Credit Agreement, this AgreementAgreement and the other Loan Documents; (ib) Debt evidenced secured by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Liens permitted by Section 7.04(c10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000; (c) Debt of Guarantor Subsidiaries to the Company; (d) unsecured Debt of the Company to Subsidiaries; (e) unsecured subordinated Debt of the Company (other than to Subsidiaries) in an aggregate principal amount not to exceed $1,000,000100,000,000 at any time outstanding which has subordination terms, covenants, pricing and other terms and conditions which have been approved in writing by Administrative Agent in advance of the proceeds of incurrence thereof, which are used to financeapproval shall not be unreasonably withheld so long as (1) such Debt matures after all obligations under this Agreement and the other Loan Documents have matured and become due and payable in full, in whole (2) the subordination terms provide that no payment shall be made on such Debt, and no enforcement or in part, collection action shall be taken by the purchase price holder of such Acquisition or Debt, if any Event of Default exists and is continuing under this Agreement and are otherwise consistent with then prevailing subordination terms and conditions, (C3) is owing the covenants and events of default with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren such Debt are less restrictive than those contained in this Agreement and the sole beneficiaries other Loan Documents and for which one or more (4) the pricing and other terms and conditions of such individuals Debt are the trustee(s)consistent with then prevailing market terms applicable to Debt of such character and type; (cf) purchase money other senior unsecured Debt or Capital Leases of the Borrowers incurred Company (other than to finance Capital Expenditures permitted by this Agreement Subsidiaries) or of any Subsidiary (other than to the Company or any Subsidiary) in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted time outstanding on terms and conditions which are approved in writing by Section 7.04(c) the Required Banks in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as advance of the Effective Date incurrence thereof, which approval shall not be unreasonably withheld so long as listed on Schedule 5.15; (f1) Guarantees such Debt matures after all obligations under this Agreement and the other Loan Documents have matured and become due and payable in full, (2) the covenants and events of any Borrower or any Guarantor default with respect to such Debt are not more restrictive than those contained in respect this Agreement and the other Loan Documents and (3) the pricing and other terms and conditions of Indebtedness otherwise permitted hereunder such Debt are consistent with then prevailing market terms applicable to Debt of any Borrower or any other Subsidiary Guarantorsuch character and type; (g) obligations Mortgage Debt of the Company (contingent other than to Subsidiaries) or otherwise) of any Borrower Subsidiary (other than to the Company or any Subsidiary existing or arising under any Swap Contract, provided that (iSubsidiary) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed $25,000,000 at any time outstanding on terms and conditions which are approved in writing by Administrative Agent in advance of the difference between incurrence thereof, which approval shall not be unreasonably withheld so long as the Letter pricing and other terms and conditions of Credit Facility such Debt are consistent with then prevailing market terms applicable to Debt of such character and type; (h) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; and (i) Debt described on Schedule 10.7 and any extension, renewal or refinancing thereof so long as the Outstanding Amount of L/C Obligationsprincipal amount thereof is not increased.

Limitations on Debt. None of the Loan Parties shall The Borrower will not, and will not permit any Subsidiary to, create, assume, guarantee assume or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of incur any Debt, except: (a) Debt incurred under pursuant to this AgreementAgreement and the Guaranty; (ib) any renewals and extensions of Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date which is described in Section 7.01(a) and listed on Schedule 5.15 or (iiSection 7.01(b) other Subordinated and any Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to financerefund or refinance any such Debt, provided that (1) the principal amount of any such refinancing Indebtedness (as determined as of the date of the incurrence of such refinancing Debt in accordance with GAAP) does not exceed the principal amount of the Indebtedness refinanced thereby on such date plus the amount of (A) any contractually stated call and/or redemption premium, if any, and (B) any transaction fees, in whole or each case, paid in part, connection with the purchase price refinancing of such Acquisition or outstanding Indebtedness and (C2) is owing the obligor(s) with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren such refinancing Debt are the sole beneficiaries and for same Persons which one are obligors with respect to the Indebtedness refinanced thereby or more would be permitted to incur the Debt on such date pursuant to another clause of such individuals are the trustee(s)this Section 7.01; (c) purchase money unsecured Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures Borrower and its Subsidiaries, and Debt of the Borrower and its Subsidiaries secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeSection 7.02(e); (d) Debt incurred of the Borrower to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including a Subsidiary or to the outstanding principal amount Parent or of any Debt assumed as part of any such Acquisition) not a Subsidiary to exceed $10,000,000 at any timethe Borrower or to the Parent or to another Subsidiary; (e) Debt existing as of Indebtedness with respect to surety, appeal and performance bonds obtained by the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person its Subsidiaries in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt)business; and (if) obligations (whether direct Unsecured Debt of the Borrower for deferred payments payable under share purchase, asset purchase, merger or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Dateother agreements, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationseach case constituting a Permitted Acquisition.

Limitations on Debt. None of Neither the Loan Parties shall Company nor any Subsidiary will create, assume, guarantee or otherwise incur, or suffer to be incurred assume or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt created under the Loan Documents; (b) Existing Debt; (c) Debt of the Company or any of its Subsidiaries (other than Corp. and its Subsidiaries) so long as (i) the issuance thereof does not generate any cash proceeds, (ii) such Debt is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt (or Subject Debt previously incurred in reliance on this subsection (c)) held by such holders, (iii) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt, (iv) no payments with respect to such Debt (including without limitation required amortization payments and mandatory prepayments) are required to be made prior to the Outside Date in effect on the date of incurrence of such Debt (other than regularly scheduled interest payments with respect thereto) except to the same or lesser extent of required payments under the Subject Debt being exchanged, repurchased or tendered for, (v) the terms and conditions governing such Debt (including without limitation covenants and events of default) are no more restrictive in any material respect than the terms and conditions applicable to such Debt as of the Closing Date or such terms and conditions otherwise approved by the Administrative Agent, and (vi) any Debt of the Borrower incurred in reliance on this AgreementSection 5.12(c) is subordinated to the Loans in an insolvency proceeding to the prior payment in full of the Loans and is otherwise subordinated to the Loans on the same basis as the QSC Notes Issued 2002 are subordinated pursuant to the QSC Notes Indenture or pursuant to other subordination arrangements reasonably satisfactory to the Administrative Agent (Debt outstanding in reliance on this Section 5.12(c) being referred to as "Permitted Non-Corp. Exchange Debt"); (d) Debt of Corp. so long as (i) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt and (ii) such Debt is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt of Corp. (Debt outstanding in reliance on this Section 5.12(d) being referred to as "Permitted Corp. Exchange Debt"); (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Wireless Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, 1,794,210,000 and (A) Debt owed by Wireless to the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Borrower in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time $400,000,000 (the difference between "Wireless/Borrower Debt" and, together with the Letter Wireless Note, the "Wireless Intercompany Debt"), so long as such Debt is evidenced by a promissory note that constitutes Collateral and ranks senior to the Wireless Note; (f) (i) Debt of Credit Facility any Corp. Company owed to any other Corp. Company (other than Wireless), and (ii) Debt of any Subsidiary of the Company (other than a Corp. Company) to any other Subsidiary of the Company (other than a Corp. Company); provided that, in the case of any Debt owed to the Borrower, if such Debt is evidenced by an Instrument, the Instrument shall have been delivered to the Collateral Agent in accordance with the Security and Pledge Agreement, and in the case of any Debt owed by the Borrower, such Debt represents obligations of the Borrower arising in the ordinary course of business as a result of intra-day balances and/or pooling of cash in connection with the cash management program conducted by the Borrower on behalf of the Company and its Subsidiaries; (g) Debt of the Borrower not otherwise permitted by the foregoing subsections, so long as (i) the aggregate principal and face amount of Debt outstanding from time to time in reliance on this subsection (g) shall not exceed $750,000,000, (ii) the proceeds of such Debt do not exceed the cash consideration paid to retire unconditional purchase obligations of QCC and the Company outstanding on the Closing Date (each such obligation, an "Outstanding Amount UPO"), and (iii) such Debt shall be on Qualifying Terms (except that (A) such Debt may provide for scheduled principal payments with respect thereto in an amount not greater than the scheduled payments required to be made with respect to the Outstanding UPO that has been replaced by such Debt (as such Outstanding UPO was in effect on the Closing Date) and (B) the terms and conditions governing such Debt may be more restrictive than the Loans so long as they are no more restrictive in any material respect than the terms and conditions applicable to the Outstanding UPO being replaced by such Debt) (Debt outstanding in reliance on this Section 5.12(g) being referred to as "Permitted UPO Retirement Debt"); (h) (i) unsecured Debt issued by the Company (or any of Lits Subsidiaries other than the Borrower and its Subsidiaries) (Debt outstanding in reliance on this Section 5.12(h)(i) being referred to as "Permitted QCII/C Obligations.QCF Unsecured Debt") and (ii) unsecured Debt of the Borrower issued on Qualifying Terms (Debt outstanding in reliance on this Section 5.12(h)(ii) being referred to as "Permitted QSC Subordinated Unsecured Debt"), so long as the aggregate principal and face amount of all Debt outstanding in reliance on this subsection (h) at any time shall not exceed $4,000,000,000; (i) Debt of the Borrower secured by Liens on the Collateral, so long as (i) the Debt incurred under this subsection (i) shall be on Qualifying Terms, (ii) the Liens on the Collateral securing such Debt shall be junior and subordinated to the Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (i) at any time shall not exceed $3,000,000,000 (Debt outstanding in reliance on this Section 5.12(i) being referred to as "Permitted QSC Junior Lien Debt") (it being understood that if and when any such junior liens initially securing any such Permitted QSC Junior Lien Debt are released, the subordination provisions relating to such debt may terminate and such debt may thereafter be deemed to be outstanding under clause (j) below as described in the last sentence of this Section 5.12); (j) Debt of the Borrower, so long as (i) the Debt incurred under this subsection (j) shall (except as provided below) be on Unsubordinated Qualifying Terms, (ii) such Debt is not secured by Liens on the Corp. Equity Collateral and to the extent such Debt is secured by Liens on any other Collateral such Liens shall be junior and subordinated to the Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (j) at any time shall not exceed $3,700,000,000 (Debt outstanding in reliance on this Section 5.12(j) being referred to as "Permitted QSC Senior Unsecured Debt"); (k) secured Debt of the Borrower, so long as (i) the Debt incurred under this subsection (k) shall (except as provided below) be on Unsubordinated Qualifying Terms, (ii) any Liens on the Collateral securing such Debt shall rank equally and ratably with the Liens on such Collateral securing the Revolver Lender Obligations on terms and conditions reasonably approved by the Administrative Agent and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (k) at any time shall not exceed $1,000,000,000 plus the aggregate principal amount of Revolver Replacement Debt then outstanding and minus the aggregate principal amount of Term Loans then outstanding (Debt outstanding in reliance on this Section 5.12(k) being referred to as "Permitted QSC Senior Secured Debt");

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Material Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be exist any Debt, except (a) obligations arising under the Loan Documents; (b) the Senior Notes; (c) Debt in respect of Capital Leases; (d) Debt of Material Subsidiaries to the Company or to other Material Subsidiaries; (e) unsecured Debt of the Company to Subsidiaries not exceeding a Dollar Equivalent amount of U.S.$4,000,000; (f) Debt incurred in connection with deferred compensation and supplemental pension payments of the Company; (g) Hedging Obligations entered into by the Company or permit to exist or in any manner be or become liable Material Subsidiary; (h) Suretyship Liabilities in respect of any Debt, except: (a) Debt incurred obligation of the Company or any Material Subsidiary permitted under this Agreement; ; (i) Debt evidenced by in respect of taxes, assessments or governmental charges to the Subordinated Notes extent that payment thereof shall not at the time be required to be made in accordance with SECTION 10.4; (j) Debt in respect of judgments or Subordinated Guaranties awards not constituting an Event of Default under SECTION 12.1.8; (k) Debt arising under non-compete agreements not exceeding a Dollar Equivalent amount of U.S.$5,000,000; (l) other Debt outstanding on the Effective Date date hereof and listed on Schedule 5.15 in SCHEDULE 10.7(1) or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty hereafter incurred in connection with the Acquisition Liens permitted by Section 7.04(cSECTION 10.8, and extensions, renewals and refinancings of any Debt described in this CLAUSE (L) so long as the principal amount thereof is not increased; (m) Suretyship Liabilities in respect of indemnification obligations of the Company or any Material Subsidiary pursuant to contractual agreements entered into by the Company or such Subsidiary in the ordinary course of its business, not exceeding, in the aggregate for the Company and its Material Subsidiaries, a Dollar Equivalent amount of U.S.$2,500,000 at any time outstanding; (n) non-interest bearing demand promissory notes evidencing the Company's obligations under various casualty insurance policies to reimburse the issuing insurance companies for claims against the Company or any Subsidiary paid by such insurance companies; (o) Debt of ▇▇▇▇▇▇▇ and its Subsidiaries listed in SCHEDULE 10.7(O) which is repaid not less than 30 days after completion of the ▇▇▇▇▇▇▇ Acquisition; (p) Suretyship Liabilities in respect of obligations of any South American Affiliate of the Company in an aggregate Dollar Equivalent amount not at any time exceeding U.S.$5,000,000; (q) Suretyship Liabilities in respect of working capital Debt of Elgin Exploration Company Limited in an aggregate Dollar Equivalent amount not at any time exceeding U.S.$2,000,000; (r) working capital Debt of ▇▇▇▇▇▇▇ (and Suretyship Liabilities in respect thereof) in an aggregate principal Dollar Equivalent amount not at any time exceeding U.S.$10,000,000; (s) Suretyship Liabilities with respect to exceed $1,000,000, the proceeds obligations of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which▇▇▇, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Inc. in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person connection with performance bonds issued in the ordinary course of business for business, PROVIDED that the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount of all such Suretyship Liabilities shall not to exceed at any time exceed U.S.$5,000,000; (t) Suretyship Liabilities with respect to performance obligations of Elgin Exploration Company Limited relating to the difference between frozen barrier project at Echo Bay Mines, Ltd.'s Aquarius Gold Mine in Timmins, Ontario, Canada; and (u) other Debt at any time outstanding, in addition to Debt permitted by CLAUSES (A) through (T), which, when aggregated with the Letter aggregate Debt secured by Liens permitted pursuant to SECTION 10.8(N), shall not exceed a Dollar Equivalent amount of Credit Facility and the Outstanding Amount of L/C ObligationsU.S.$7,500,000.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Administrative Agent, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt Closing Date and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; set forth on Schedule 9.1, (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; 9.2, (e) Debt existing as of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Effective Date as listed on Schedule 5.15; Intercompany Subordination Agreement, (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or Debt constituting trade payables and accruals arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business of AHL and its Subsidiaries, (g) Debt for the purpose of directly mitigating risks associated with liabilitieswhich any Person acquired by AHL in a transaction permitted by Section 9.4(g) is obligated, commitments, investments, assets, or property held or reasonably anticipated by but only if such Debt has as its sole obligor such acquired Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (Debt constituting seller financing incurred prior to the extent Fifth Amendment Date in connection with a purchase or acquisition consummated prior to the Fifth Amendment Date and permitted by former Section 9.4(g), provided that the aggregate principal amount of all such obligations constitute Debt); and Debt referred to in this clause (h) outstanding at any time does not exceed the Assigned Dollar Value of $10,000,000, (i) obligations purchase money Debt and Capital Leases secured only by an interest in the property being acquired, but only (whether direct or contingentx) arising under letters if the amount of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility such purchase money Debt and the Outstanding Amount amount of L/C Obligationssuch Capital Leases attributable to principal, when aggregated with all other purchase money Debt incurred and the principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,500,000 in total, and (y) if the amount of such Capital Leases attributable to principal, when aggregated with all principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,000,000 in total and (j) Debt incurred pursuant to the Securicor Settlement subject (in the case of Debt issued to Securicor) to the Securicor Subordination Agreement.

Limitations on Debt. None of the The Loan Parties shall not create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) the Indebtedness and any renewals or refinancings thereof; (b) any Debt as described in Schedule 9.1(b) and any renewals or refinancings of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof or other payments made reducing the principal amount of such Debt) on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the Effective Date and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (c) Debt incurred in connection with the acquisition, construction or improvement of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease) in an aggregate amount not exceeding $500,000 at any time outstanding, and any renewals or refinancing of such Debt, on substantially the same terms or terms that are not more burdensome on such Loan Party as in effect on the date of incurrence of such Debt and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof; (d) the existing Subordinated Debt, and any renewals or refinancings thereof in amounts not exceeding the original principal amount thereof as of the Effective Date after giving effect to any payments made reducing the principal amount of the existing Subordinated Debt permitted under the existing Subordination Agreement plus the amount of any payable in kind interest, such renewals and refinancings being subject to the terms of the existing Subordination Agreement and the other provisions of this Agreement; (id-1) the Debt evidenced by of Subsidiaries owed to Borrower to the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (iiextent permitted under Section 9.9(c-1) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timebelow; (e) Debt existing in respect of Hedging Contracts authorized as of the Effective Date as listed on Schedule 5.15required under Section 8.9; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise Guarantee Obligations to the extent permitted hereunder of any Borrower or any other Subsidiary Guarantorunder Section 9.3; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations or to or for the purpose benefit of directly mitigating risks associated with liabilitiesany Person providing workers’ compensation, commitmentshealth, investmentsdisability or other employee benefits or property, assetscasualty or liability insurance, or property held or reasonably anticipated by such Person, or changes all in the value ordinary course of securities issued by business in accordance with customary industry practices, in amounts and for the purposes customary in the Loan Parties’ industry and not, in the aggregate in excess of $250,000 at any time outstanding, plus the amount of any such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions appeal bonds required in connection with appeals relating to the defaulting party;Borrower’s pending litigation disclosed in Schedule 7.4; and (h) obligations under Secured Cash Management Agreements (additional unsecured Debt of the Loan Parties not otherwise described above, such additional unsecured Debt to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters consist of credit issued within the year before the Letter Debt not in excess of Credit Expiration Date, which obligations are $500,000 in an aggregate principal amount not to exceed at any one time outstanding, provided that no Default or Event of Default shall have occurred and be continuing at the difference between time of incurring such Debt or shall result from the Letter incurrence of Credit Facility and the Outstanding Amount of L/C Obligationssuch Debt.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations and Cash Management Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with (i) any Hedging Agreement incurred in the Acquisition ordinary course of business and not for speculative purposes and (ii) Cash Management Obligations entered into in the ordinary course of business; (c) Debt existing on the Closing Date, as set forth on Schedule 11.1(c); (d) Debt of the Borrower and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Debt in an aggregate amount not to exceed $35,000,000 outstanding at any time; (e) unsecured Subordinated Debt of the Borrower and Guaranty Obligations of the Guarantors with respect to such Subordinated Debt; provided that in the case of each issuance of Subordinated Debt and each such Guaranty Obligation, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with Sections 10.1 and 10.2 on a pro forma basis after giving effect to any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (iii) the Borrower shall have complied with the requirements of Section 4.4(b) and (iv) all Guaranty Obligations under this subsection (e) shall be subordinated to the Obligations to the same extent that the Subordinated Debt guaranteed by such Guaranty Obligation is subordinated to the Obligations. (f) Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, 25,000,000 outstanding at any time; provided that no more than the proceeds lesser of which are used to finance, (i) $3,000,000 in whole or in part, aggregate principal amount outstanding at any time and (ii) the purchase price amount of such Acquisition or Debt which may be secured pursuant to Section 11.2(q) (Cafter giving effect to any other Debt which is secured thereunder) may be secured; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (d) of this Section; (h) Debt owed (i) by any Credit Party to another Credit Party, (ii) by any Restricted Subsidiary that is owing not a Credit Party to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or another Restricted Subsidiary that is not a Credit Party and (iii) by any trusts of whichCredit Party to a Restricted Subsidiary that is not a Credit Party (provided, he, his wife, his children or his grandchildren are that such Debt shall be subordinated to the sole beneficiaries and for which one or more of such individuals are Obligations in a manner reasonably satisfactory to the trustee(sAdministrative Agent); (ci) purchase money Guaranty Obligations incurred by Borrower with respect to Debt of any Restricted Subsidiary (such Debt, the “Other Guaranteed Debt”); provided that if the Other Guaranteed Debt is subordinated to, or pari passu with, the Obligations, then the Guaranty Obligation must be subordinated to, or pari passu with, as applicable, the Obligations to the same extent as the Other Guaranteed Debt; (j) Debt consisting of Capital Leases entered into pursuant to Permitted Sale-Leaseback Transactions; (k) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrowers Borrower or any Restricted Subsidiary or in connection with judgments that do not result in a Default or Event of Default; (l) Debt incurred to finance Capital Expenditures permitted by this Agreement solely in connection with financing the Innovation Center Property in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 25,000,000 outstanding at any time; (dm) Debt incurred of the Borrower or any of its Restricted Subsidiaries consisting of all obligations, contingent or otherwise, of the Borrower or any of its Restricted Subsidiaries relative to finance Acquisitions the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit; (n) Debt existing at the time that any Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition or a purchase of restaurant units permitted by Section 7.04(c) in an aggregate outstanding amount (including 11.14 to the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided extent that (i) such obligations are Debt was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Debt, (iii) the Administrative Agent has received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that after giving effect to the assumption of such Debt and the acquisition of such Person or such assets pursuant to, and in accordance with, the definition of EBITDA, the Borrower shall be in pro forma compliance with the covenants set forth in Sections 10.1 and 10.2 and (iv) the aggregate principal amount of such Debt outstanding at any time shall not exceed $75,000,000; (o) Debt of the Borrower in connection with Permitted Senior Notes and Guaranty Obligations of the Guarantors with respect to the Permitted Senior Notes; provided that the Borrower shall have complied with the requirements of Section 4.4(b); (p) Debt of the Borrower or any Restricted Subsidiary incurred pursuant to any earn-out agreement relating to any Permitted Acquisition; (q) any refinancings, refundings, renewals or extensions of the Debt permitted pursuant to subsections (c), (d), (e), (f), (j), (l) (n) and (o) above; provided that (A) the principal amount (or wereaccreted value, if applicable) entered into of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Person refinancing, (B) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Debt prior to such refinancing, refunding, renewal or extension and (C) any such refinancing, refunding, renewal or extension shall (1) in the case of a refinancing, refinancing, renewal or extension of Debt that was originally permitted to be created, incurred or assumed pursuant to subsection (n) above, satisfy the conditions to the creation, incurrence or assumption of Debt under clause (ii) of subsection (n), (2) in the case of a refinancing, refinancing, renewal or extension of Debt that was originally permitted to be created or incurred pursuant to subsection (o) above, satisfy the terms of the definition of Permitted Senior Notes (other than clause (e) of such definition), (3) in the case of any Subordinated Debt, be (A) on subordination terms at least as favorable to the Administrative Agent and the Lenders and (B) no more restrictive on the Borrower and its Subsidiaries take as a whole than the Subordinated Debt being refinanced, refunded renewed or extended and (4) be in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (r) Debt of the Borrower or any Restricted Subsidiary consisting of Guaranty Obligations with respect to the Debt or other obligations of any Permitted Franchisee Financing SPE in connection with any Permitted Franchisee Financing Program; provided that the aggregate amount of such Guaranty Obligations with respect to all Permitted Franchisee Financing Programs (which in each case shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith) including, without limitation, any remaining outstanding Guaranty Obligations under the Permitted Franchisee Financing Program established pursuant to the Existing Permitted Franchisee Financing Documents shall not, at any time, exceed (i) $100,000,000 less (ii) the aggregate amount of outstanding Investments made by the Borrower and its Restricted Subsidiaries in Permitted Franchisee Financing SPEs and/or franchisees pursuant to Section 11.3(e); and (s) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business for business; provided, that in no event shall the purpose Borrower or any of directly mitigating risks associated its Restricted Subsidiaries incur, assume or suffer to exist any Guaranty Obligations with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value respect to Debt of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsUnrestricted Subsidiary.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: : (a) Debt incurred obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that the aggregate outstanding principal amount of all such Debt shall not at any time exceed $1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement;); (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings of any such Debt so long as the principal amount of such Debt is not increased and the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing (except that interest and fees payable with respect to such refinanced Debt may be at the then-prevailing market rates); 49 (i) Debt evidenced arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding; (j) Debt from the Parent to the Company solely to the extent that the proceeds of such Debt are used by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date Parent to pay its taxes and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Datereasonable accounting, legal and corporate overhead expenses, in each case as they become due; and (yk) has no scheduled payments Debt of principal prior to its scheduled maturity dateMiddleby Espa&ntidle;a, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) S.L. in an aggregate principal amount not to exceed $1,000,0002,500,000 at any time, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or and any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money other Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 300,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than the date that is six (6) months 45 days following the Maturity Datecompletion of such construction or improvement, as the case may be and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with such Debt does not exceed the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price cost of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts asset as of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more date of such individuals are acquisition or completion of construction thereof or of such improvement on the trustee(s)date of completion thereof, as the case may be; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Restatement Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed the greater of (i) $250,000,000 (and on or after the PMC Acquisition Closing Date, $450,000,000) and (ii) 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 (and on or after the PMC Acquisition Closing Date, $250,000,000) and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Restatement Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the extent that such obligations constitute Debt)Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (o) other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (o) after the Restatement Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) obligations $700,000,000 (whether direct and on or contingent) arising under letters of credit issued within after the year before the Letter of Credit Expiration PMC Acquisition Closing Date, $900,000,000) and (ii) 15% of consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which obligations are financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2.; and (p) PMC Debt; provided that (i) (x) so long as any PMC Spinco Debt is outstanding and PMC Spinco is a Subsidiary, PMC Spinco and any Subsidiary of PMC Spinco that guarantees the PMC Spinco Debt shall be a Subsidiary Guarantor and (ii) so long as any PMC Acquisition Debt is outstanding, any Subsidiary that guarantees the PMC Acquisition Debt shall be a Subsidiary Guarantor, (ii) each of the PMC Spinco Debt and PMC Acquisition Debt arises under an Additional Obligations Agreement (as defined in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Intercreditor Agreement) and the Outstanding Amount of L/C Obligations(iii) such PMC Debt, if secured, is secured only by Liens permitted by Section 10.8(m).

Limitations on Debt. None of the Loan Parties shall (a) The Company will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Funded Debt, except: (a) Debt incurred under this Agreement; (i) Funded Debt evidenced by the Subordinated Notes or Subordinated Guaranties Notes; (ii) Funded Debt of the Company and its Subsidiaries outstanding on as of the Effective Date date of this Agreement and listed described on Schedule 5.15 hereto; (iii) Funded Debt of a Subsidiary to the Company or to another Subsidiary; (iiiv) other Subordinated Funded Debt of the Company and its Subsidiaries secured by Liens permitted by Section 10.3(g); PROVIDED that at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity DatePriority Debt does not exceed 20% of Consolidated Total Capitalization, and (y) has no scheduled payments of principal prior to its scheduled maturity date, and (B) evidenced by a Subordinated Note such Funded Debt shall be otherwise permitted pursuant to clause (v) of this Section 10.6(a); and (v) unsecured Funded Debt of the Company and Subsidiaries; PROVIDED that at the time of creation, issuance, assumption, guarantee or Subordinated Guaranty incurred in connection with incurrence thereof and after giving effect thereto and to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, application of the proceeds thereof, Consolidated Funded Debt shall not exceed 55% of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Consolidated Total Capitalization. (cb) purchase money The renewal, extension or refunding of any Funded Debt, issued, incurred or outstanding pursuant to Section 10.6 (a) (other than renewals, extensions or refundings of Funded Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement where there is no increase in an aggregate outstanding amount (including the outstanding principal amount of such Funded Debt) shall constitute the issuance of additional Funded Debt and outstanding Attributable Indebtedness which is, in respect turn, subject to the limitations of the applicable provisions of this Section 10.6. (c) Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 10.6 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt Person existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking immediately after it becomes a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsSubsidiary.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary, any Securitization Subsidiary or any Domestic Subsidiary (other than an Excluded Subsidiary that is not a Securitization Subsidiary) to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $50,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 5% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds Company and its Subsidiaries as of which are used to finance, in whole or in part, the purchase price last day of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and Fiscal Quarter most recently ended for which one financial statements have been delivered pursuant to Section 7.01(a) or more of such individuals are the trustee(s7.01(b); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 7.08(c), 7.08(f) not to exceed $10,000,000 at any timeor 7.08(m); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Closing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 7.07; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date as listed on Schedule 5.15; foregoing Debt to the extent the principal amount thereof is not increased (f) Guarantees including extensions, renewals or replacements of any Borrower or any Guarantor guarantees in respect of Indebtedness otherwise permitted hereunder of any Borrower such Debt as so refinanced, extended or any other Subsidiary Guarantor; (grenewed) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) and so long as the material terms applicable to such obligations refinanced Debt are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions no less favorable to the defaulting partyCompany or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this AgreementGuaranty Obligations permitted by Section 10.2 and the Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on Obligations hereunder and the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than Obligations referred to in the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)364-Day Credit Agreement; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this in connection with a Hedging Agreement in an aggregate outstanding amount (including form and substance and with a counterparty reasonably satisfactory to the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeLead Agents; (d) the SPC Notes, any other notes issued in connection with any Permitted Securitization, the Intercompany Notes and Debt incurred owing by a Restricted Subsidiary to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of Borrower or any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeother Restricted Subsidiary; (e) additional Debt existing as of the Effective Date Borrower arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including without limitation in connection with the conversion or exchange of Approved Preferred Stock pursuant to clause (ii) of Section 10.8) so long as: (i) no Default or Event of Default exists on the date any such Debt is created or arises as listed on Schedule 5.15a result of any borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Lead Agents) than the covenants in the Loan Documents, including, without limitation, any "change in control" provision; (iii) such Debt provides for no scheduled payment of principal prior to December 31, 2004; (iv) such Debt does not require mandatory prepayments or redemptions at any such time as similar payments are not required hereunder; (v) such Debt is unsecured senior or subordinated Debt, and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Lead Agents; (f) Guarantees without duplication of any other exception set forth in this Section 10.1, any other Debt of the Borrower and its Restricted Subsidiaries, including Subordinated Debt of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Restricted Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any thereof to an Unrestricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to 63 exceed at on any time date of determination seven and one-half percent (7.5%) of the difference between Total Debt of the Letter Borrower and its Restricted Subsidiaries permitted on such date under Section 9.1 so long as no Default or Event of Credit Facility Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder; and (g) Debt not otherwise permitted pursuant to Sections 10.1(a) through 10.1(e) and existing on the Outstanding Amount Closing Date and set forth on Schedule 6.1(t) and refinancings thereof, but not the increase of L/C the principal amount of, such Debt; provided that the maturity date of such refinanced Debt is no earlier than the original maturity date of such Debt; provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Restricted Subsidiary of the Borrower to make any payment to the Borrower or any of its Restricted Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with Permitted Acquisitions; provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased except to the extent of any premium, accrued interest and expenses incurred in connection therewith and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt evidenced from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Subordinated Notes or Subordinated Guaranties outstanding on Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the Effective Date and listed on Schedule 5.15 or limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (iik) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Suretyship Liabilities permitted by Section 7.04(c10.19; and (l) other Debt in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate 250,000,000 outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(cAdministrative Agent; (c) Subordinated Debt arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements in an aggregate principal amount not to exceed $1,000,000150,000,000, so long as (i) no Default or Event of Default exists on the date any such Subordinated Debt is issued or arises as a result of the incurrence thereof, (ii) the provisions of the documents evidencing such Subordinated Debt are not materially more restrictive (as reasonably determined by the Administrative Agent) than the covenants and other provisions set forth herein and in the other Loan Documents, (iii) such Subordinated Debt provides for no scheduled payment of principal prior to July 31, 2004, (iv) such Subordinated Debt does not require any principal repayment with the proceeds of any event listed in Section 2.6(b), except to the extent the Lenders waive the application of any such proceeds to the Obligations, and (v) the documents and other terms pursuant to which such Subordinated Debt is issued are used reasonably satisfactory to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are Administrative Agent and the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeRequired Lenders; (d) Debt incurred set forth on Schedule 10.1 which is existing on the Closing Date ------------- and is not otherwise referred to finance Acquisitions permitted by in this Section 7.04(c) in an 10.1, and the renewal and refinancing (but not the increase at the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionthereof) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $2,000,000 on any time date of determination; (f) purchase money Debt of the difference Borrowers and their Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $2,000,000 on any date of determination; (g) intercompany Debt between any Borrower and any other Borrower; (h) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $2,500,000 on any date of Credit Facility determination; (i) Debt consisting of Guaranty Obligations permitted by Section 10.2; and provided, that none of the Outstanding Amount Debt permitted to be incurred by this Section 10.1 -------- shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of L/C any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary; (d) unsecured Debt of the Company to Domestic Subsidiaries; (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Floor Plan Financing provided to the Company or any Domestic Subsidiary by any Floor Plan Financing Provider party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt evidenced to MBFS in respect of Floor Plan Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $75,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary or (y) any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of the Company (other than Suretyship Liabilities of the Company and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) and Domestic Subsidiaries arising in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Subordinated Notes Company or Subordinated Guaranties a Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within three Business Days of incurrence; (o) Real Estate Debt, provided that the aggregate outstanding on principal amount of all Real Estate Debt of the Effective Date Company and listed on Schedule 5.15 its Subsidiaries shall not exceed $250,000,000 at any time; (p) Suretyship Liabilities of the Company or any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the Debt permitted under Section 9.7(k)) or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty obligations incurred in connection with the Acquisition permitted ordinary course of business of the Company and its Domestic Subsidiaries; (q) the LJVP Bond Obligations; provided that the aggregate amount of LJVP Bond Obligations allocable to the principal amount of the LJVP Bonds shall not at any time exceed $63,140,000 and the interest rate on the LJVP Bonds plus the rate applicable to the PAG Co-Obligation Fee shall not exceed 6.5% per annum; (r) Debt of the Hertz Entities consisting of Hertz Debt and any unsecured guarantee by Section 7.04(c) the Company thereof, in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt)200,000,000; and (is) obligations (whether direct or contingent) arising under letters Debt of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not MB Greenwich with respect to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsFloor Plan Financings.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementobligations in respect of the Loans, the L/C Applications and the Letters of Credit; (ib) unsecured Debt evidenced by of the Subordinated Notes Company or Subordinated Guaranties outstanding on any Subsidiary which represents all or part of the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred purchase price payable in connection with the Acquisition a transaction permitted by Section 7.04(c) in an 10.10(c); provided that the aggregate principal amount ---------------- -------- of all such unsecured Debt shall not to at any time exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)2,500,000; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement subsection 10.8(c) or (d), and ------------------ --- refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in an effect immediately prior to such refinancing, provided that the aggregate outstanding amount (including the outstanding principal amount of all such Debt and at any time outstanding Attributable Indebtedness in respect of such Capital Leases-------- shall not exceed (i) not to exceed $10,000,000 at any time;in the case of all Debt described in subsections 10.8(c) and clauses (i), (ii) and (iii) of subsection 10.8(d) ------------------- ----------------- ----- ------------------ and (ii) $10,000,000 in the case of all Debt described in clause (iv) of ---- ----------- subsection 10.8(d); ------------------ (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) other Debt outstanding on the date hereof and listed in Schedule 10.7; ------------- (h) guarantees of lease obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contractindependent carriers in connection with leases of equipment by such carriers, provided that (ic) such obligations are (each -------- independent carrier agrees to subcontract the applicable equipment to the Company or were) entered into by such Person in the ordinary course of business a Subsidiary for the purpose balance of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” applicable lease term and (iiy) such Swap Contract does the aggregate principal amount so guaranteed by the Company and its Subsidiaries (without duplication) shall not contain at any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debttime exceed $10,000,000); and (i) Suretyship Liabilities of the Company in respect of obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsSubsidiaries permitted hereunder.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at any time exceed the greater of (A) $80,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 10% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries Company and for which one or more of such individuals are the trustee(s)its Subsidiaries; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timesubsection 10.8(k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) outstanding on April 30, 2007 and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt so long as listed on Schedule 5.15the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing and the principal amount thereof is not increased; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculation; (h) obligations Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under Secured Cash Management Agreements surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to 5% of the extent that such obligations constitute Debt)consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at any time the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt under the Existing Credit Agreement; and (in) obligations (whether direct or contingent) arising under letters other unsecured Debt of credit issued within the year before Company and Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the Letter time of Credit Expiration Dateincurrence thereof, which obligations are the Company is in an aggregate amount not to exceed at any time pro forma compliance with the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationscovenants set forth in Section 10.6.

Limitations on Debt. None of the Loan Parties shall (A) The Company will not at any time, and will not suffer or permit any Consolidated Subsidiary at any time to, create, assumeincur, issue, guarantee or otherwise incurassume any Debt if, or suffer to be incurred or permit to exist or in any manner be or become liable in respect immediately after giving effect thereto, the ratio of any Debt, except: (a) Debt incurred under this Agreement; (i) Consolidated Debt evidenced by to (ii) the Subordinated Notes sum of Consolidated Debt and Consolidated Adjusted Net Worth would exceed 55%. (B) The Company will not at any time suffer or Subordinated Guaranties permit any Consolidated Subsidiary to create, incur, issue, guarantee or assume any Debt if, immediately after giving effect thereto, the aggregate outstanding on amount (determined at that time) of Debt of all Consolidated Subsidiaries (other than Debt owed to the Effective Date Company or one or more other Consolidated Subsidiaries) would exceed 30% of Consolidated Net Worth. (C) Subsections (A) and listed on Schedule 5.15 (B) above shall not prevent (i) the Company from creating, incurring, issuing, guaranteeing or assuming Debt for the purpose of extending, renewing or Refunding (as such term is defined in this subsection) an equal or greater principal amount of Debt then outstanding of the Company or of Debt then outstanding of a Consolidated Subsidiary, or (ii) other Subordinated a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or assuming Debt for the purpose of extending, renewing or Refunding an equal or greater principal amount of Debt then outstanding of such Consolidated Subsidiary, or (Aiii) the creation, incurrence, issuance, guarantee or assumption of Debt owed to or owned by the Company or a Consolidated Subsidiary; provided, that (x) has a final scheduled maturity date in no earlier than event shall the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not of any such extending, renewing or Refunding Debt under clause (i) or (ii) above exceed the aggregate principal amount of the Debt being extended, renewed or Refunded. For purposes of this subsection (C), Debt is deemed to exceed $1,000,000be for the purpose of "Refunding" other Debt if and to the extent that (i) no later than 5 Domestic Business Days after the refunding Debt is incurred, the Company delivers to the Agent written notice stating that the purpose of such Debt is to refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of which such refunding Debt are used held in the form of cash or High Quality Investments (free of any Lien except a Lien securing the specified Debt to financebe refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within 45 days after the refunding Debt is incurred. (D) For purposes of the limitations provided in, in whole or in partand computations under, Sections 5.03(A) and (B), (i) when an entity becomes a Consolidated Subsidiary it shall be deemed to create at such time all the Debt it has outstanding immediately after such time (provided that, if after giving effect to this clause (i), the purchase price aggregate outstanding amount of such Acquisition or Debt of all Consolidated Subsidiaries (C) is owing other than Debt owed to ▇the Company SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more other Consolidated Subsidiaries) would be greater than 30% but less than 60% of Consolidated Net Worth, this clause (i) shall not apply at the time such individuals are entity becomes a Consolidated Subsidiary, but such entity shall be deemed to create on the trustee(s15th day after it becomes a Consolidated Subsidiary all the Debt it has outstanding on such 15th day); , (cii) purchase money the disposition (other than to a Consolidated Subsidiary or the Company) by the Company or a Subsidiary of capital stock of any Consolidated Subsidiary which holds Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower Company or any other Consolidated Subsidiary Guarantor; so that the Consolidated Subsidiary ceases to be a Consolidated Subsidiary after such disposition shall be deemed the creation of such Debt, and (giii) obligations the disposition (contingent other than to a Consolidated Subsidiary or otherwisethe Company) of any Borrower Debt of the Company or any Consolidated Subsidiary existing by any Consolidated Subsidiary or arising under any Swap Contract, provided that (i) the Company shall be deemed the creation of such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Section 11.1(b)); (b) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt existing on the Closing Date and not otherwise permitted under this Agreement;Section 11.1, as set forth on Schedule 7.1(s) and the renewal and refinancing (but not the increase of the aggregate principal amount thereof) thereof; and (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with Capitalized Leases, (ii) Debt consisting of Guaranty Obligations (provided that the Acquisition Guaranty Obligations permitted by Section 7.04(c11.1(g) shall not be included in the calculation of the permitted maximum amount under this Section 11.1(d)), and (iii) any other Debt, in an aggregate principal amount not for all Debt referred to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 11.1(d) not to exceed $10,000,000 at on any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount date of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;determination. (e) Debt existing as of the Effective Date as listed on Schedule 5.15Borrower to any Guarantor and Debt of any Guarantor to the Borrower or any other Guarantor; (f) Guarantees Debt of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person, to the extent such Debt was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, not to exceed in the aggregate at any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor;time outstanding $20,000,000; and (g) obligations (contingent or otherwise) Debt consisting of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that either (i) such obligations are (purchase money Debt of Enventis incurred after the Closing Date to GE Commercial Distribution Finance Corporation or were) entered into by such Person in the ordinary course of business an affiliated entity for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, wholesale inventory financing upon terms and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions conditions acceptable to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Administrative Agent in an aggregate amount not to exceed at $13,000,000 on any date of determination (the “GE Financing”) or (ii) until such time as the difference between GE Financing is established, Guaranty Obligations of the Letter Borrower in favor of Credit Facility and Cisco Systems, Inc. (“Cisco”) on account of trade payables of Enventis to Cisco arising in the Outstanding Amount ordinary course of L/C Obligationsbusiness in connection with such inventory financing.

Limitations on Debt. None of the Loan Parties shall The Company will not, nor will it permit any Subsidiary to, create, assume, guarantee or otherwise incur, incur or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementthe Notes; (b) the Notes (as defined in the 2005 Note Purchase Agreement); (c) the Loans and the Reimbursement Obligations (each as defined in the Credit Agreement as in effect on the Second Amendment Effective Date); provided that the aggregate principal amount of the Debt thereunder shall not at any time exceed $175,000,000 less (i) Debt evidenced an amount not to exceed $15,000,000 equal to the amount by which the dollar equivalent of the Euro amount of any credit facility or facilities (based on commitments) entered into by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or Modine Holding Consolidated Group exceeds $5,000,000, (ii) other Subordinated the aggregate amount of prepayments of the principal amount of the Advances (as defined in the Credit Agreement as in effect on the Second Amendment Effective Date) made pursuant to Section 9.12 and (iii) 38.524590163% of the aggregate amount of all payments made to the Collateral Agent pursuant to Section 9.12. (d) Debt of a Subsidiary owed to the Company or to a Wholly-Owned Subsidiary to the extent permitted under Section 10.15; (Ae) that (x) has a final scheduled maturity date no earlier than Debt described in Schedule 10.2-A not exceeding the date that is six (6) months following the Maturity Datecommitment limits set forth therein, and extensions, renewals and replacements of any such Debt to the extent such extensions, renewals and replacements do not increase the outstanding principal amount thereof; (yf) has no scheduled payments Receivables Transaction Attributed Indebtedness; (g) Debt, in addition to Debt permitted pursuant to subsections (a)-(f) above, of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) Modine Holding Consolidated Group in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance€35,000,000; and (h) Debt, in whole or in partaddition to Debt permitted pursuant to subsections (a)-(g) above, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate amount at any time outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred 10,000,000. Notwithstanding anything herein to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) contrary, the Company will not permit or suffer to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower exist itself or any Guarantor in respect of Indebtedness otherwise permitted hereunder of its Subsidiaries (other than Modine Korea) to have any Borrower Guaranty, or any other Subsidiary Guarantor; (g) obligations (contingent liability or otherwise) obligation of any Borrower kind, with respect to any Debt or any Subsidiary other obligation or liability of Modine Korea, except such Guaranty or other liability or obligation existing or arising under any Swap Contracton the Second Amendment Effective Date and described on Schedule 10.2-B, provided that (i) such obligations are (or were) entered into by such Person but no increase in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party amount thereof as reduced from its obligation time to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationstime.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Lender; (c) purchase money Debt or Capital Leases Contingent Obligations in favor of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeLender; (d) Debt incurred for borrowed money owing by the Borrower to finance Acquisitions permitted any Wholly-Owned Subsidiary or by Section 7.04(c) in an aggregate outstanding amount (including any Wholly-Owned Subsidiary to the outstanding principal amount Borrower or any other Wholly-Owned Subsidiary; provided, that such Debt is subordinated to the Obligations pursuant to the terms and conditions of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timethe Intercompany Subordination Agreement; (e) Debt existing issued by the Borrower pursuant to an effective registration statement under the Securities Act of 1933, as amended, or under Rule 144A thereunder; provided, that such Debt (i) is unsecured, (ii) contains no restrictions or covenants in respect of the Effective Date as listed on Schedule 5.15financial performance of the Borrower and its Subsidiaries which are more extensive or restrictive than those contained herein, (iii) contains no restrictions or covenants limiting the ability of the Borrower or any of its Subsidiaries to grant Liens for the benefit of the Lender, (iv) is subordinated to the Obligations upon terms and conditions satisfactory to the Lender and (v) is otherwise satisfactory in form and substance to the Lender; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Debt for borrowed money provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesDebt is unsecured, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain Debt contains no restrictions or covenants in respect of the financial performance of the Borrower and its Subsidiaries which are more extensive or restrictive than those contained herein, (iii) such Debt contains no restrictions or covenants limiting the ability of the Borrower or any provision exonerating of its Subsidiaries to incur or continue to incur the non-defaulting party from its obligation to make payments on outstanding transactions Obligations in accordance with the terms of this Agreement, (iv) there is then existing no Default or Event of Default, (v) a description of such Debt shall have been delivered to the defaulting party; (h) obligations under Secured Cash Management Agreements (Lender within a reasonable time prior to the extent that such obligations constitute Debt)closing thereof and a true and complete copy of all documents executed in connection therewith shall have been provided to the Lender promptly upon the closing thereof and (vi) no Default or Event of Default will otherwise be caused or occasioned thereby; and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (b) Debt incurred in connection with a Hedging Agreement (i) Debt evidenced by with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 Administrative Agent or (ii) other Subordinated Debt (A) described on Schedule 11.1(b); provided, that (x) has a final scheduled maturity date no earlier than the date any counterparty that is six a Lender shall be deemed satisfactory to the Administrative Agent. (6c) months following Debt existing on the Maturity DateClosing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 11.1(c), and the renewal, refinancing, extension and replacement (ybut not the increase in the aggregate principal amount) has no scheduled payments thereof; (d) Debt of principal prior to the Borrower and its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Restricted Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $25,000,000 on any date of determination; (e) purchase money Debt of the Acquisition Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Subordinated Debt; provided that in the case of each issuance of Subordinated Debt, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Debt, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Debt and (iii) the Borrower shall have complied with the requirements of Section 4.4(b)(ii); (g) unsecured Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 25,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) ; provided that, in an aggregate outstanding amount (including each case, the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect such Restricted Subsidiary shall have complied with the requirements of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySection 4.4(b)(i); (h) obligations under Secured Cash Management Agreements (to Guaranty Obligations in favor of the extent that such obligations constitute Debt)Administrative Agent for the benefit of the Administrative Agent and the Lenders; and (i) obligations (whether direct Debt owed by any Restricted Subsidiary to the Borrower, by the Borrower to any Restricted Subsidiary, or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not by any Restricted Subsidiary to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.another Restricted Subsidiary;

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Agent; (c) purchase money Debt or Capital Leases existing on the Closing Date, as set forth on Schedule -------- 6.1(t) of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Disclosure Letter and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases------ increase) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $1,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $1,000,000 on any date of determination; (f) Debt of the Letter Borrower and its Subsidiaries owing to sellers in connection with acquisitions permitted pursuant to Section 10.4(d) in an aggregate amount not to exceed $10,000,000 on any date of Credit Facility determination; provided, that such Debt shall be subordinated substantially in accordance with -------- the terms and provisions set forth on Exhibit J attached hereto and incorporated --------- herein by reference; (g) intercompany Debt; provided, that the Outstanding Amount aggregate amount of L/C Debt -------- owing from any Subsidiary which is not a Subsidiary Guarantor to the Borrower or any Subsidiary Guarantor shall not exceed $5,000,000 on any date of determination; (h) Debt of the Borrower and its Subsidiaries not otherwise permitted hereby in an aggregate amount not to exceed $1,000,000 on any date of determination; and (i) Debt consisting of Contingent Obligations permitted by Section 10.2; provided, that none of the Debt permitted to be incurred by this Section shall -------- restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt or Capital Leases existing on the Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to each series of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an Senior Notes, (i) the respective aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect series shall not be increased, (ii) the maturity date of any such renewal, refinancing, extension or replacement of such Capital Leasesseries shall not be prior to or shorter than the existing maturity date of such series and (iii) not any such renewal, refinancing, extension or replacement of such series shall be on terms no more restrictive to exceed $10,000,000 at any time;the Borrowers and their Subsidiaries than the terms of such series. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $150,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 10.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 1 of Schedule 6.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 10.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; (l) additional unsecured Debt of the Borrowers (other than the Company) and their Subsidiaries in an aggregate amount not to exceed $150,000,000 on any date of determination; and (m) additional unsecured Debt of the Company so long as, after giving effect to such additional Debt, the Borrowers are in pro forma compliance with the covenants contained in Article IX (such pro forma compliance to be measured using the financial statements most recently delivered pursuant to Section 7.1(a) and (b) (it being agreed that no prior notices or deliveries to any party will be required as a condition to any such payment)), calculated as if such Debt existed on the immediately preceding measuring date. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) the Credit Agreement or Permitted Refinancing Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed $1,000,000(as determined from time to time, the proceeds "Maximum Senior Indebtedness") (i) $30,000,000 of which are used to financerevolving --------------------------- Senior Indebtedness, (ii) $150,000,000 of term Senior Indebtedness, (iii) $50,000,000 of Acquisition Loans, and (iv) $30,000,000 of additional Senior Indebtedness (whether revolving or term), in whole each case with respect to this Section 6.9 less the aggregate principal amount of any permanent reductions ----------- of commitments for revolving Senior Indebtedness or Acquisition Loans or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in partrespect of Debt described in the foregoing clauses (i), (ii), (iii) and (iv); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by GTCR Capital and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Acquisition or Debt -------- -------- (Cother than (i) the Debt designated with an asterisk on the Unsecured ---------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or contingent upon the performance of EPIC) shall not at any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)time exceed $7,500,000; (c) purchase money Debt or arising under Capital Leases of the Borrowers incurred to finance Capital Expenditures Leases, Debt secured by Liens permitted by this Agreement subsection 6.10(c) or (d), Rhode Island Non-Recourse Debt in an ------------------ --- aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 13,000,000, and other Debt outstanding on the date hereof and listed on the attached "Capital Lease Debt Schedule", --------------------------- and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any timetime outstanding -------- shall not exceed $25,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) Debt existing as Hedging Obligations of the Effective Date as listed Company for the hedging of interest payments on Schedule 5.15the Senior Indebtedness to the extent required by the Credit Agreement; (f) Guarantees unsecured Debt of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorthe Company to Subsidiaries; (g) obligations the Loans made hereunder; (contingent or otherwiseh) of subordinated Debt issued to former employees to repurchase stock from such former employees in an aggregate principal amount at any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that time outstanding not to exceed $2,500,000; (i) such obligations are the Baltimore Bonds; and (or werej) entered into by such Person Suretyship Liabilities with respect to performance and payments bonds issued for the benefit of customers of the Company and its Subsidiaries, in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsbusiness.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Administrative Agent, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt Closing Date and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; set forth on Schedule 9.1, (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; 9.2, (e) Debt existing as of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Effective Date as listed on Schedule 5.15; Intercompany Subordination Agreement, (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or Debt constituting trade payables and accruals arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business of AHL and its Subsidiaries, (g) Debt incurred prior to the Fifth Amendment Date for which any Person acquired by AHL in a transaction consummated prior to the purpose of directly mitigating risks associated with liabilitiesFifth Amendment Date and permitted by former Section 9.4(g) is obligated, commitments, investments, assets, or property held or reasonably anticipated by but only if such Debt has as its sole obligor such acquired Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (Debt constituting seller financing incurred prior to the extent Fifth Amendment in connection with a purchase or acquisition consummated prior to the Fifth Amendment Date and permitted by former Section 9.4(g), provided that the aggregate principal amount of all such obligations constitute Debt); and Debt referred to above in this clause (h) outstanding at any time does not to exceed the Assigned Dollar Value of $10,000,000, and (i) obligations purchase money Debt and Capital Leases secured only by an interest in the property being acquired, but only (whether direct or contingentx) arising under letters if the amount of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility such purchase money Debt and the Outstanding Amount amount of L/C Obligationssuch Capital Leases attributable to principal, when aggregated with all other purchase money Debt incurred and the principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,500,000 in total, and (y) if the amount of such Capital Leases attributable to principal, when aggregated with all principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,000,000 in total.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) the Credit Agreement or Permitted Refinancing Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed $1,000,000(as determined from time to time, the proceeds "Maximum Senior Indebtedness") (i) $10,000,000 of revolving Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which are used to finance, in whole represents all or in part, part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt Schedule"; provided that the aggregate principal amount of all such Acquisition or Debt (Cother than (i) the Debt designated with an asterisk on the Unsecured Seller Debt Schedule, and (ii) an unsecured seller note payable in connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or contingent upon the performance of EPIC) shall not at any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)time exceed $7,500,000; (c) purchase money Debt or arising under Capital Leases of the Borrowers incurred to finance Capital Expenditures Leases, Debt secured by Liens permitted by this Agreement subsection 6.10(c) or (d) and other Debt outstanding on the date hereof and listed on the attached "Capital Lease Debt Schedule", and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in an effect immediately prior to such refinancing, provided that the aggregate outstanding amount (including the outstanding principal amount of all such Debt and at any time outstanding Attributable Indebtedness in respect of such Capital Leases) shall not to exceed $10,000,000 at any time15,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) Debt existing as Hedging Obligations of the Effective Date as listed Company for the hedging of interest payments on Schedule 5.15the Senior Indebtedness to the extent required by the Credit Agreement; (f) Guarantees unsecured Debt of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorthe Company to Subsidiaries; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, the RESTEC Bonds; provided that (i) such obligations are (the RESTEC Bonds must be repaid or were) entered into by such Person in defeased not later than 360 days after the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;Closing Date; and (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsLoans made hereunder.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition)); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $50,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 5% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds Company and its Subsidiaries as of which are used to finance, in whole or in part, the purchase price last day of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and Fiscal Quarter most recently ended for which one financial statements have been delivered pursuant to Section 7.01(a) or more of such individuals are the trustee(s7.01(b); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 7.08(c), 7.08(f) not to exceed $10,000,000 at any timeor 7.08(t); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Closing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 7.07; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed); (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market viewoverdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary course of business;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall The Borrower will not create, assume, guarantee or otherwise incur, ------------------- assume or suffer to exist any Debt which is senior in right of payment to the Obligations, or any other Debt if at the time of, or immediately upon giving effect to, the creation, incurrence, assumption or existence of such Debt a Default or an Event of Default exists or would exist (it being understood and agreed that the fact that Debt is secured by a Lien permitted by Section 11.3 shall not cause such Debt to be incurred considered senior for purposes of this Section 11.1), and the Borrower will not permit any of its Subsidiaries (other than Crown and Trak) to create, incur, assume or permit suffer to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreement;of any Subsidiary existing on the Closing Date and described on Schedule 7.1(u); --------------- (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is any Subsidiary owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Borrower or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other Subsidiary; (c) purchase money Debt or Capital Leases of any Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary of the Borrowers Borrower and not incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including contemplation thereof, as long as the Debt remains the sole obligation of such Subsidiary and as long as the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect is not voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of such Capital Leases) not to exceed $10,000,000 at any timethe Borrower; (d) Debt incurred to finance Acquisitions of any Subsidiary secured by a Lien permitted by Section 7.04(c) in an aggregate outstanding amount (including 11.3, provided that such Debt does not exceed the outstanding principal amount value of any Debt assumed as part of any the assets or property subject to such Acquisition) not to exceed $10,000,000 at any timepermitted Lien; (e) Debt existing constituting the renewal or refinancing of any Debt permitted by subsections (a), (b) or (c) above as of long as the Effective Date as listed on Schedule 5.15;aggregate principal amount thereof is not increased; and (f) Guarantees Debt of any Borrower or any Guarantor in respect of Indebtedness Subsidiary not otherwise permitted hereunder by this Section 11.1 as long as the aggregate of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) all such obligations are (or were) entered into by such Person in the ordinary course of business Debt for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed all Subsidiaries at any time the difference between the Letter outstanding does not exceed ten percent (10%) of Credit Facility and the Outstanding Amount of L/C ObligationsConsolidated Net Tangible Assets.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent (unless the counterparty to exceed $1,000,000, the proceeds of which are used to financesuch Hedging Agreement is a Lender, in whole or in part, which such case the purchase price approval of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(sAdministrative Agent shall not be required); (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 9.1, as set forth on Schedule 5.1(t) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred of BREED under a Capitalized Lease with respect to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as construction and equipping of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor VTI FAB2 Facility in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Finland in an aggregate amount not to exceed at $25,000,000 on any time date of determination; (e) Debt of BREED and its Subsidiaries incurred in connection with Capitalized Leases other than the difference between Capitalized Lease described in clause (d) above in an aggregate amount not to exceed $10,000,000 on any date of determination; (f) purchase money Debt of BREED and its Subsidiaries in an aggregate amount not to exceed $25,000,000 on any date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 9.2; (h) Debt of any Borrower or any Subsidiary Guarantor owing to any other Borrower or any other Subsidiary Guarantor and Intercompany Trust Debt; (i) Subordinated Debt in an aggregate amount not to exceed $100,000,000; (j) Senior Debt of any Borrower; provided that (i) the Letter Borrowers shall have demonstrated pro forma compliance with each covenant contained in Articles VII, VIII and IX hereof prior to and following the incurrence of Credit Facility any such Senior Debt and (ii) in conjunction with any Debt permitted by this clause (j) the Outstanding Amount Borrowers shall reduce the Aggregate Commitment in the manner set forth in Section 2.7(b); and (k) unsecured Debt of L/C the Borrower and its Subsidiaries other than the Debt described in clauses (a) through (j) above in an aggregate amount not to exceed $25,000,000 on any date of determination; provided, that (i) notwithstanding any of the foregoing provisions, BTI Investments, FLDB Investments, Ltd. and BREED Technologies Finland, Oy shall not be permitted to incur any Debt and (ii) none of the Debt permitted to be incurred by this Section 9.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrowers to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt existing on the Original Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 10.1 and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount, or Capital Leases the addition of any material asset or category of assets to the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasescollateral security therefor) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $60,000,000 on any time date of determination; (e) purchase money Debt (including without limitation Debt representing the difference between deferred purchase price of acquired assets) of the Letter Borrower and its Subsidiaries in an aggregate amount not to exceed $7,000,000 on any date of Credit Facility determination; (f) Debt consisting of Contingent Obligations permitted by Section 10.2; (g) intercompany Debt permitted pursuant to Sections 10.4(c) and 10.4(i); (h) Debt incurred by the Borrower or one or more of its Subsidiaries in connection with the purchase of joint venture interests in Persons in which the Borrower and its Subsidiaries already own an equity interest in an aggregate amount not to exceed $4,000,000 on any date of determination; (i) unsecured Debt not otherwise permitted hereunder in an aggregate amount not to exceed $2,000,000 on any date of determination; (j) Qualifying Debt incurred by the Borrower and its Subsidiaries; (k) Debt not otherwise permitted hereunder in an aggregate amount not to exceed $2,000,000; (l) So long as no Default or Event of Default has occurred and is continuing or would result from the assumption of any Debt referred to in this subsection (l), Debt (i) of any Person that becomes a Subsidiary of the Borrower after the Closing Date in connection with any Permitted Acquisition or (ii) assumed in connection with any assets acquired in connection with any Permitted Acquisition, and the Outstanding Amount refinancing, refunding, renewal and extension (but not the increase in the aggregate principal amount) thereof; provided that (A) such Debt exists at the time such Person becomes a Subsidiary or such assets are acquired and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary or such assets being acquired and (B) notwithstanding anything to the contrary contained in this Agreement, neither the Borrower nor any other Subsidiary thereof (other than to the extent such Person is merged or otherwise consolidated with the Borrower or such Subsidiary) shall have any liability or other obligation with respect to such Debt; and (m) Debt of L/C the Borrower or any Subsidiary owed to any Person and incurred by the Borrower or any Subsidiary in connection with a Permitted Acquisition in an aggregate amount not to exceed $10,000,000 on any date of determination; provided, that no instrument or agreement with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than the date that is six (6) months 45 days following the Maturity Datecompletion of such construction or improvement, as the case may be and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with such Debt does not exceed the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price cost of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts asset as of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more date of such individuals are acquisition or completion of construction thereof or of such improvement on the trustee(s)date of completion thereof, as the case may be; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Restatement Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed the greater of (i) $250,000,000 and (ii) 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Restatement Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the extent that such obligations constitute Debt)Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (o) other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (o) after the Restatement Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed the greater of (i) obligations $700,000,000 and (whether direct ii) 15% of consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations10.1.2.

Limitations on Debt. None The Borrower shall not, and shall not permit any of the Loan Parties shall its Subsidiaries to, create, assumeincur, guarantee assume or otherwise incurbecome or remain liable with respect to, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, exceptexcept for: (a) Debt incurred arising hereunder and under this Agreementthe other Loan Documents; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has described in the DISCLOSURE SCHEDULE, in each case in a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount at any one time outstanding not to exceed $1,000,000, the proceeds of which are used to finance, amount set forth in whole or the DISCLOSURE SCHEDULE hereof and secured only by the Property described in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)DISCLOSURE SCHEDULE; (c) purchase money Debt or Capital Leases Endorsements of negotiable instruments for collection in the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount ordinary course of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timebusiness; (d) Debt Current liabilities (exclusive of Funded Debt) for accounts payable and expense accruals incurred to finance Acquisitions permitted or assumed in the ordinary course of business, PROVIDED such accounts payable have not remained unpaid for a period of one hundred twenty (120) days after the same were incurred unless currently being contested in good faith or by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeappropriate proceedings; (e) Debt existing as of the Effective Date as listed on Schedule 5.15Liabilities for taxes, assessments, governmental charges or levies not yet due and payable; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise Liabilities incurred under Commodity Hedge Transactions permitted hereunder of any Borrower or any other Subsidiary Guarantorpursuant to SECTION 7.3 hereof; (g) obligations (contingent or otherwise) Debt of any Borrower or any the Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions Guarantors owing to the defaulting partyBorrower evidenced by the Intercompany Loan Documents, PROVIDED, that the aggregate amount of all Debt incurred by the Subsidiary Guarantors pursuant to this SUBSECTION 7.1(G) shall not exceed the Total Commitment at any one time outstanding; (h) obligations under Secured Cash Management Agreements (Debt of the Loan Parties which is also an Investment to the extent permitted by SUBSECTION 7.7(D), (E) ,(F) OR (G) hereof; (i) Unsecured Debt of Borrower issued subsequent to the Closing Date (a) in a principal sum that is acceptable to the Required Banks in their sole and absolute discretion, (b) that is expressly subordinated to the Obligations on terms acceptable to the Required Banks in their sole and absolute discretion, (c) that does not provide for payment of any principal (including sinking fund payments) prior to the October 31, 2000, other than redemptions or prepayments, if any, which may be required in the event of the death of a holder of such Subordinated Obligations, PROVIDED, that such obligations constitute Debtprepayments or redemptions shall not exceed $300,000 in any Fiscal Year, and (d) that contains such affirmative and negative covenants and events of default as may be acceptable to the Required Banks in their sole and absolute discretion ("Subordinated Obligations"); and (ij) obligations Additional Debt not permitted by SUBSECTIONS 7.1(A) THROUGH (whether direct or contingentI) arising under letters of credit issued within above, PROVIDED, HOWEVER, that the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount of all Debt incurred by the Borrower and its Subsidiaries pursuant to SECTIONS 7.1(J), 7.7(F) AND 7.11 shall not to exceed $5,500,000 at any one time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsoutstanding.

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Incur any additional Debt incurred under this Agreement;(other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all of Ventas’ and its Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of, without duplication: (i) the Total Assets of Ventas and its Subsidiaries as of the end of the calendar quarter covered by Ventas’ annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, as of the end of the calendar quarter covered by Ventas’ most recent report filed with the Bond Trustees) prior to the incurrence of such additional Debt evidenced by (the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or “Measurement Date”); and (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition any Real Estate Assets or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are mortgage receivables acquired and the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements offering proceeds received (to the extent that such obligations constitute proceeds were not used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt); and , by Ventas or any of its Subsidiaries on a consolidated basis since the Measurement Date (such sum of clauses (i) obligations and (whether direct or contingentii) arising under letters being collectively referred to as “Adjusted Total Assets”). (b) Incur any Secured Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility such additional Secured Debt and the Outstanding Amount application of L/C Obligationsthe proceeds thereof, the aggregate principal amount of all of Ventas’ and its Subsidiaries’ outstanding Secured Debt on a consolidated basis in accordance with GAAP is greater than 40% of the Adjusted Total Assets. (c) Incur any additional Debt (other than the Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, Ventas and its Subsidiaries will maintain Total Unencumbered Assets as of the end of each fiscal quarter of less than 150% of the aggregate outstanding principal balance of the Unsecured Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP. (d) Ventas, the Borrower and each of their Subsidiaries may, from time to time, incur any Debt, except as may be expressly prohibited by this Credit Agreement.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition)); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $50,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 5% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds Company and its Subsidiaries as of which are used to finance, in whole or in part, the purchase price last day of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and Fiscal Quarter most recently ended for which one financial statements have been delivered pursuant to Section 7.01(a) or more of such individuals are the trustee(s7.01(b); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 7.08(c), 7.08(f) not to exceed $10,000,000 at any timeor 7.08(t); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Second Amendment Effective Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 7.07; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed); (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) obligations Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under Secured Cash Management Agreements surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $100,000,000 and (ii) 10% of the consolidated tangible assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b); provided, that the aggregate outstanding amount of all Securitization Obligations of the Domestic Borrowers and the Domestic Subsidiaries of the Company shall not exceed $35,000,000 at any time. (l) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; (m) Debt arising under any Note Purchase Agreement or any Senior Note (and renewals, refinancings and extensions thereof) and, subject to Section 7.16, any guarantee of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt permitted hereunder (but subject to any limitations otherwise applicable to the extent that Company to incur such Debt directly); (o) Debt of a Foreign Subsidiary other than a Loan Party; (p) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (q) Suretyship Liabilities of any Loan Party or any Subsidiary with respect to (i) recourse obligations constitute Debt)resulting from endorsement of negotiable instruments for collection in the ordinary course of business and (ii) workers’ compensation and similar obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; (r) other unsecured Debt and, subject to Section 7.17, any guaranty thereof; and (s) to the extent constituting Debt, Investments permitted under Section 7.17; provided that, at the time of incurrence of Debt described in clause (m), clause (o) or clause (r) after the Closing Date, (i) obligations the Company is in pro forma compliance with the covenants set forth in Section 7.06 and (whether direct ii) no Default shall exist or contingent) arising under letters result from the incurrence of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationssuch Debt.

Limitations on Debt. None of the Loan Parties shall create12.2.1 Create, assume, guarantee assume or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt, except: (a) Funded Debt incurred under this Agreementof the Guarantor and its Restricted Subsidiaries permitted by subsection 11.11.1; (ib) Current Debt evidenced by of the Subordinated Notes Guarantor or Subordinated Guaranties outstanding on any Restricted Subsidiary, provided that during the Effective Date twelve-month period immediately preceding the date of any determination hereunder, there shall have been a period of 30 consecutive days during which Current Debt of the Guarantor and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date its Restricted Subsidiaries shall be an amount no earlier greater than the date amount of additional Funded Debt that is six (6) months following could have been issued on each such day of said 30-day period within the Maturity Date, and (y) has no scheduled payments limitations of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(ssubsection 12.2.1(a); (c) purchase money in addition to the limitations with respect to Debt or Capital Leases pursuant to the foregoing paragraphs (a) and (b), in the case of (i) unsecured Debt of any Restricted Subsidiary ("UNSECURED PRIORITY DEBT") and (ii) Debt of the Borrowers incurred Guarantor and its Restricted Subsidiaries secured by Permitted Charges ("SECURED PRIORITY DEBT", and, collectively with the Unsecured Priority Debt being herein referred to finance Capital Expenditures permitted by this Agreement in an as "PRIORITY DEBT"), at the time of issuance of any such Priority Debt and after giving effect thereto and the application of the proceeds thereof, (x) the aggregate outstanding amount (including the outstanding principal amount of Priority Debt shall not exceed an amount equal to Cdn. $60,000,000, (y) the aggregate amount of Secured Priority Debt shall not exceed 20% of Consolidated Net Worth and (z) all such Priority Debt and outstanding Attributable Indebtedness in respect shall have been incurred within the other applicable limitations of such Capital Leases) not to exceed $10,000,000 at any time;this Section 12.2; and (d) Debt of a Restricted Subsidiary to the Guarantor or to a Wholly-owned Restricted Subsidiary. 12.2.2 Any corporation which becomes a Restricted Subsidiary after the date hereof shall, for all purposes of this Section 12.2, be deemed to have created, assumed or incurred at the time it becomes a Restricted Subsidiary all Debt of such corporation existing immediately after it becomes a Restricted Subsidiary. 12.2.3 If the Guarantor or any Restricted Subsidiary incurs additional Debt in excess of Cdn. $50,000,000 in connection with an acquisition which is permitted as a Restricted Investment, such Debt shall be Funded Debt and shall be subject to finance Acquisitions permitted by Section 7.04(cterms and conditions no more restrictive than those contained in the Note Agreement. 12.2.4 The Borrower shall not, individually or collectively with its Subsidiaries, IPG Finance LLC and Canco, as well as with IPG (US) Acquisition Corporation, IPG (US) Holdings Inc. and IPG (US) Inc., incur or have at any time any Indebtedness in excess of an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not US $100,000, save with respect to exceed $10,000,000 at any time; (e) Debt existing as the liability of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsLoan.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations hereunder, under this the other Loan Documents, under the Credit Agreement, under the Term Loan B Agreement, under the Term Loan C Agreement and under the other "Loan Documents" as defined in each of the Credit Agreement, the Term Loan B Agreement and the Term the Loan C Agreement; (ib) unsecured Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Parent, the proceeds Company and Subsidiaries of which are used to financethe Company (excluding Contingent Payments and Seller Subordinated Debt); provided that -------- no Subsidiary of the Company shall incur any such Debt if, in whole or in partafter giving effect thereto, the purchase price aggregate amount of such Acquisition or all then-outstanding Debt of Subsidiaries of the Company permitted solely by this clause (Cb) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts would ---------- exceed 10% of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Net Worth; (c) purchase money Debt of Parent or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness any Subsidiary in respect of Capital Leases or arising in connection with the acquisition of equipment (including Debt assumed in connection with an asset purchase permitted by Section 10.11, or ------------- incurred pursuant to a Capital Lease or in connection with the acquisition of equipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in each case so long as such Capital Leases) ------------- Debt is not incurred in contemplation of such purchase), and refinancings of any such Debt so long as the terms applicable to exceed $10,000,000 such refinanced Debt are no less favorable to Parent or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any timetime outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$150,000,000, and provided, -------- further, that the aggregate amount of all such Debt arising in connection ------- with Floor Plan Financing Arrangements shall not exceed U.S. $30,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an the Company or Parent; provided that the -------- aggregate outstanding amount (including the outstanding principal amount of any all such Debt assumed as part of any such Acquisition) Foreign Subsidiaries owed to the Company and Parent shall not to exceed $10,000,000 at any timetime exceed 15% of the consolidated assets of Parent and its Subsidiaries; (e) unsecured Debt existing as of any Special Purpose Vehicle to any Subsidiary of the Effective Date as listed on Schedule 5.15Company; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course aggregate principal amount of business for the purpose -------- all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” U.S.$50,000,000 and (ii) such Swap Contract does the Company shall not contain issue or incur any provision exonerating Debt described in clause (f) of the non-defaulting party from its obligation to make payments on outstanding transactions definition of ---------- Subordinated Debt (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the defaulting party;Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section ------- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the Closing Date and listed in Schedule ---------- 10.7(g); -------- -------- (h) Contingent Payments, provided that Parent shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the maximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (j) Permitted Senior Secured Debt and guarantees thereof, provided that -------- the sum of the principal of all Loans plus the aggregate principal amount of all "Loans" under and as defined in the Term Loan C Agreement plus the aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$1,000,000,000; (k) Synthetic Lease Obligations, provided that the aggregate amount of all Synthetic Lease Obligations plus (without duplication) the aggregate amount of all Securitization Obligations arising under Equipment Securitization Transactions shall not at any time exceed the greater of U.S. $500,000,000 or 15% of Tangible Assets; (l) unsecured recourse obligations under Secured Cash Management Agreements of Parent or any Subsidiary in respect of Vendor Financing Arrangements; (to m) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the extent that such obligations constitute Debt)price of Parent's stock; and (in) obligations Debt in connection with Securitization Transactions. For purposes of clause (whether direct h) above, a Contingent Payment shall be deemed to ---------- be "outstanding" from the time that Parent or contingent) arising under letters of credit issued within any Subsidiary enters into the year before agreement containing the Letter of Credit Expiration Date, which obligations are obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in an aggregate amount not full or it has become certain that such Contingent Payment will never have to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsbe made.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $80,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 10% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries Company and for which one or more of such individuals are the trustee(s)its Subsidiaries; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the First Amendment Effective Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.71; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) obligations Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under Secured Cash Management Agreements surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed an amount equivalent to 5% of the extent that consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such obligations constitute Debt)Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement) and, subject to Section 10.16, any guaranty of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (io) obligations other unsecured Debt of the Company and Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in clause (whether direct or contingentm) arising under letters of credit issued within and this clause (o) after the year before the Letter of Credit Expiration First Amendment Effective Date, which obligations are the Company is in an aggregate amount not to exceed at any time pro forma compliance with the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationscovenants set forth in Section 10.6.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementintentionally omitted; (ib) Debt evidenced secured by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Liens permitted by Section 7.04(c10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all Debt secured by Liens permitted by Section 10.8(d) at any time outstanding shall not exceed $20,000,000; (c) Debt of Guarantor Subsidiaries to the Company; (d) unsecured Debt of the Company to Subsidiaries; (e) unsecured subordinated Debt of the Company (other than to Subsidiaries) in an aggregate principal amount not to exceed $1,000,000200,000,000 at any time outstanding which has subordination terms, covenants, pricing and other terms and conditions which have been approved in writing by Administrative Agent in advance of the proceeds of incurrence thereof, which are used to financeapproval shall not be unreasonably withheld so long as (1) such Debt matures after all obligations under this Agreement and the other Loan Documents have matured and become due and payable in full, in whole (2) the subordination terms provide that no payment shall be made on such Debt, and no enforcement or in part, collection action shall be taken by the purchase price holder of such Acquisition or Debt, if any Event of Default exists and is continuing under this Agreement and are otherwise consistent with then prevailing subordination terms and conditions, (C3) is owing the covenants and events of default with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren such Debt are less restrictive than those contained in this Agreement and the sole beneficiaries other Loan Documents and for which one or more (4) the pricing and other terms and conditions of such individuals Debt are the trustee(s)consistent with then prevailing market terms applicable to Debt of such character and type; (cf) purchase money other senior unsecured Debt or Capital Leases of the Borrowers incurred Company (other than to finance Capital Expenditures permitted by this Agreement Subsidiaries) or of any Subsidiary (other than to the Company or any Subsidiary) in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted time outstanding on terms and conditions which are approved in writing by Section 7.04(c) the Required Banks in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as advance of the Effective Date incurrence thereof, which approval shall not be unreasonably withheld so long as listed on Schedule 5.15; (f1) Guarantees such Debt matures after all obligations under this Agreement and the other Loan Documents have matured and become due and payable in full, (2) the covenants and events of any Borrower or any Guarantor default with respect to such Debt are not more restrictive than those contained in respect this Agreement and the other Loan Documents and (3) the pricing and other terms and conditions of Indebtedness otherwise permitted hereunder such Debt are consistent with then prevailing market terms applicable to Debt of any Borrower or any other Subsidiary Guarantorsuch character and type; (g) obligations Mortgage Debt of the Company (contingent other than to Subsidiaries) or otherwise) of any Borrower Subsidiary (other than to the Company or any Subsidiary existing or arising under any Swap Contract, provided that (iSubsidiary) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed $25,000,000 at any time outstanding on terms and conditions which are approved in writing by Administrative Agent in advance of the difference between incurrence thereof, which approval shall not be unreasonably withheld so long as the Letter pricing and other terms and conditions of Credit Facility such Debt are consistent with then prevailing market terms applicable to Debt of such character and type; (h) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; and (i) Debt described on Schedule 10.7 and any extension, renewal or refinancing thereof so long as the Outstanding Amount of L/C Obligationsprincipal amount thereof is not increased.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding Hedging Agreements permitted pursuant to Section 11.1(b)); (b) Debt incurred under this Agreementin connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent entered into as a bona fide hedge and not for speculative purposes; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (c) (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding existing on the Effective Closing Date and listed not otherwise permitted under this Section 11.1, as set forth on Schedule 5.15 or 7.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof and (ii) other Subordinated any Non-Recourse Project Financing Indebtedness; (d) Debt (A) that (x) has a final scheduled maturity date no earlier than of the date that is six (6) months following the Maturity Date, Borrower and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Restricted Subsidiaries incurred in connection with Capitalized Leases in an aggregate amount not to exceed Five Million Dollars ($5,000,000) on any date of determination; (e) purchase money Debt of the Acquisition permitted by Section 7.04(cBorrower and its Restricted Subsidiaries in an aggregate amount not to exceed Five Million Dollars ($5,000,000) on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Debt in an aggregate principal amount not to exceed Five Million Dollars ($1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C5,000,000) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partytime outstanding; (h) obligations under Secured Cash Management Agreements (Debt arising from intercompany loans from the Borrower to any Restricted Subsidiary or from any Restricted Subsidiary to the extent that Borrower; (i) Guaranty Obligations of the Borrower and its Restricted Subsidiaries with respect to (i) Debt of the Borrower and its Restricted Subsidiaries permitted pursuant to this Section 11.1, (ii) other obligations of the Borrower and its Restricted Subsidiaries not prohibited by this Agreement or (iii) the assignment of rights under any Government Contract assigned by the Borrower or any of its Restricted Subsidiaries to secure any Non-Recourse Project Financing Indebtedness related to such obligations constitute Debt)Government Contract; and (ij) obligations Guaranty Obligations permitted by Section 11.3; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section (whether direct other than the High-Yield Note Indenture) shall restrict, limit or contingentotherwise encumber (by covenant or otherwise) arising under letters the ability of credit issued within any Subsidiary of the year before Borrower to make any payment to the Letter Borrower or any of Credit Expiration Dateits Subsidiaries (in the form of dividends, which obligations are in an aggregate amount not intercompany advances or otherwise) for the purpose of enabling the Borrower to exceed at any time pay the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred exist any Debt, except (a) obligations arising under the Loan Documents; (b) Debt in respect of Capital Leases; (c) Debt of Subsidiaries to the Company or permit to exist other Subsidiaries; (d) unsecured Debt of the Company to Subsidiaries; (e) Hedging Agreements entered into by the Company or in any manner be or become liable Subsidiary; (f) Contingent Liabilities in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases obligation of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for the purpose business; (g) Debt in respect of directly mitigating risks associated with liabilitiestaxes, commitments, investments, assets, assessments or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (governmental charges to the extent that such obligations constitute payment thereof shall not at the time be required to be made in accordance with Section 10.4; (h) other Debt outstanding on the date hereof and listed under the ------------ heading "Continuing Debt)" in Schedule 10.7 or hereafter incurred in connection ------------- with Liens permitted by Section 10.8, and extensions, renewals and refinancings ------------ of any Debt described in this clause (h) so long as the principal amount thereof ---------- is not increased; and (i) obligations Subordinated Debt; (whether direct j) Debt to be Repaid (provided that -------- all such Debt shall be paid on or contingent) arising under letters of credit issued within the year before the Letter Restatement Effective Date); (k) other Debt outstanding on the Restatement Effective Date listed under the heading "Continuing Debt" on Schedule 10.7; (l) the Senior Notes, and (m) other Debt, in addition to Debt permitted by the foregoing clauses of Credit Expiration Datethis Section ------- 10.7, which obligations are in an aggregate amount not to exceed at any time $5,000,000 in the difference between aggregate of which not more than ---- $2,500,000 shall consist of Capital Leases, mortgage financings or purchase money obligations permitted under the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsIndenture.

Limitations on Debt. None of the Loan Parties shall (A) The Company will not at any time, and will not suffer or permit any Consolidated Subsidiary at any time to, create, assumeincur, issue, guarantee or otherwise incurassume any Debt if, or suffer to be incurred or permit to exist or in any manner be or become liable in respect immediately after giving effect thereto, the ratio of any Debt, except: (a) Debt incurred under this Agreement; (i) Consolidated Debt evidenced by to (ii) the Subordinated Notes sum of Consolidated Debt and Consolidated Adjusted Net Worth would exceed 55%. (B) The Company will not at any time suffer or Subordinated Guaranties permit any Consolidated Subsidiary to create, incur, issue, guarantee or assume any Debt if, immediately after giving effect thereto, the aggregate outstanding on amount (determined at that time) of Debt of all Consolidated Subsidiaries (other than Debt owed to the Effective Date Company or one or more other Consolidated Subsidiaries) would exceed 30% of Consolidated Net Worth. (C) Subsections (A) and listed on Schedule 5.15 (B) above shall not prevent (i) the Company from creating, incurring, issuing, guaranteeing or assuming Debt for the purpose of extending, renewing or Refunding (as such term is defined in this subsection) an equal or greater principal amount of Debt then outstanding of the Company or of Debt then outstanding of a Consolidated Subsidiary, or (ii) other Subordinated a Consolidated Subsidiary from creating, incurring, issuing, guaranteeing or assuming Debt (A) that (x) has a final scheduled maturity date no earlier than for the date that is six (6) months following the Maturity Datepurpose of extending, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note renewing or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in Refunding an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole equal or in part, the purchase price of such Acquisition or (C) is owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding greater principal amount of such Debt and then outstanding Attributable Indebtedness in respect of such Capital LeasesConsolidated Subsidiary, or (iii) not the creation, incurrence, issuance, guarantee or assumption of Debt owed to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted or owned by Section 7.04(c) the Company or a Consolidated Subsidiary; provided, that in an no event shall the aggregate outstanding amount (including the outstanding principal amount of any such extending, renewing or Refunding Debt assumed as part of any such Acquisitionunder clause (i) not to or (ii) above exceed $10,000,000 at any time; (e) Debt existing as the aggregate principal amount of the Effective Date as listed on Schedule 5.15; Debt being extended, renewed or Refunded. For purposes of this subsection (f) Guarantees C), Debt is deemed to be for the purpose of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any "Refunding" other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided Debt if and to the extent that (i) such obligations are (or were) entered into by such Person in no later than 5 Domestic Business Days after the ordinary course of business for refunding Debt is incurred, the Company delivers to the Agent written notice stating that the purpose of directly mitigating risks associated with liabilitiessuch Debt is to refund outstanding Debt and specifying the Debt to be refunded, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) the proceeds of such Swap Contract does not contain refunding Debt are held in the form of cash or High Quality Investments (free of any provision exonerating Lien except a Lien securing the non-defaulting party from its obligation specified Debt to make payments on outstanding transactions be refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within 45 days after the defaulting party;refunding Debt is incurred. (hD) obligations under Secured Cash Management Agreements (to For purposes of the extent that such obligations constitute Debt); and limitations provided in, and computations under, this Section, (i) obligations when an entity becomes a Consolidated Subsidiary it shall be deemed to create at such time all the Debt it has outstanding immediately after such time (whether direct provided that, if after giving effect to this clause (i), the aggregate outstanding amount of Debt of all Consolidated Subsidiaries (other than Debt owed to the Company or contingentone or more other Consolidated Subsidiaries) arising under letters would be greater than 30% but less than 60% of credit issued within Consolidated Net Worth, this clause (i) shall not apply at the year before time such entity becomes a Consolidated Subsidiary, but such entity shall be deemed to create on the Letter 15th day after it becomes a Consolidated Subsidiary all the Debt it has outstanding on such 15th day), (ii) the disposition (other than to a Consolidated Subsidiary or the Company) by the Company or a Subsidiary of Credit Expiration Datecapital stock of any Consolidated Subsidiary which holds Debt of the Company or any other Consolidated Subsidiary so that the Consolidated Subsidiary ceases to be a Consolidated Subsidiary after such disposition shall be deemed the creation of such Debt, which obligations are in an aggregate amount not and (iii) the disposition (other than to exceed at a Consolidated Subsidiary or the Company) of Debt of the Company or any time Consolidated Subsidiary by any Consolidated Subsidiary or the difference between Company shall be deemed the Letter creation of Credit Facility and the Outstanding Amount of L/C Obligationssuch Debt.