Common use of Additional Debt Clause in Contracts

Additional Debt. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other than except for: (ia) Debt incurred pursuant the Obligations owed to the Agent and Banks under this Agreement and the other Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) the Debt existing and outstanding on the date hereof Closing Date of the Loan Parties set forth in Schedule 5.27 hereto (and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed extensions thereof on Schedule 8(d) other terms and conditions no less favorable to such Loan Party than currently existing and so long as the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess is not increased); (c) aggregate Debt of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except the Loan Parties and their Subsidiaries secured by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred Liens permitted under Section 5.11(h); (d) Debt assumed in connection therewith with any merger, acquisition or consolidation permitted pursuant to Section 5.14 or 5.04 so long as (i) such assumed Debt does not exceed in the aggregate $20,000,000 and (yii) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of any such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of exceeding $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, 1,000,000 (viiiA) [intentionally omitted], (ix) Debt under performance bonds or ranks no higher than pari passu with respect to workers’ compensation claimsthe Obligations, (B) has a maturity no sooner than the Maturity Date as in each case incurred effect on the date such Debt is assumed, (C) has financial covenants no more restrictive than the financial covenants set forth in Article V, (D) has a weighted average interest rate not exceeding the ordinary course interest rate in effect for Base Rate Loans pursuant to Section 2.06 as of businessthe date such Debt is assumed, and (E) has an Average Life of no less than 5.0; (e) Debt permitted pursuant to Sections 5.09, 5.10 and 5.28; (f) endorsement of instruments or items of payment for deposit to the general account of the Loan Parties or for delivery to Banks on account of the Obligations of Loan Parties and except for guaranties of Debt in an aggregate outstanding amount at any time not exceeding of no more than $2,000,000, 5,000,000; (xg) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (ccontingent or otherwise) of the definition of “Debt” in the Credit Agreement incurred Borrower or any Guarantor existing or arising under any Hedge Agreement; 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 interest rate or foreign currency fluctuations and arising under unsecured Swap not for purposes of speculation or taking a “market view”; and (ii) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (iii) the aggregate notional amount covered by such Hedge Agreements that are does not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, exceed the outstanding principal amount of the Term Loans; and (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xvh) other Debt in an amount for borrowed money not exceeding $1,000,000 in otherwise permitted under this Section 5.27, the aggregate outstanding principal amount of which shall not, at any time, exceed $5,000,000.

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Collateral Agent in each case, for intercompany loans or advances, their sole discretion; (iiid) Debt of any Subsidiary that is under the Indenture evidenced by the Senior Subordinated Notes; and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than Senior Subordinated Notes or as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. CreateDirectly or indirectly issue, incurassume, assume create, incur or suffer to exist any Debt, except for: (a) the Debt owed under this Agreement and the other than Credit Documents; (b) [Reserved]; (c) Debt evidenced by the Public Notes and guarantees thereof by Subsidiary Guarantors and Permitted Refinancing Debt in respect thereof; (d) Debt evidenced by the Existing Public Notes outstanding on the Closing Date that have not been exchanged for Public Notes, in an aggregate principal amount not to exceed $82,500,000 (or a greater amount as agreed by the Required Lenders); (i) Debt in respect of on-balance sheet Permitted Securitization Transactions and (ii) unsecured guarantees in connection with off-balance sheet Securitization Transactions to the extent incurred pursuant to Standard Securitization Undertakings; (f) Subordinated Debt; (g) Debt and obligations owing under (i) Hedging Agreements existing on the Loan DocumentsClosing Date and described on Schedule 6.1(g) and (ii) Hedging Agreements entered into after the Closing Date not for speculative purposes; provided the Debt and obligations under Hedging Agreements described in this clause (ii) are unsecured; (h) Debt in an aggregate amount not to exceed $46,000,000 at any one time outstanding consisting of reimbursement obligations in respect of letters of credit (which may be issued to support obligations of Subsidiaries and Portfolio Investments) (i) existing on the Closing Date and (ii) issued after the Closing Date in connection with permitted Follow-On Investments, in each case issued for the account of the Borrower; (i) obligations with respect to the termination and/or settlement of obligations under a certain Hedging Agreement outstanding on the Closing Date; provided that the aggregate amount of such obligations shall not, at any time, exceed $15,000,000; (j) in addition to the other Debt permitted by this Section 6.1, Debt which shall not, at any time, exceed an aggregate principal amount of $25,000,000; (k) Debt of the Borrower to the extent secured by Portfolio Investments made after the Closing Date; provided that at the time any such Debt is incurred (i) the Net Cash Proceeds of such Debt shall be equal to at least 75% of the Fair Market Value of the Portfolio Investments securing such Debt, (ii) Debt of any Loan Party owing to another Loan Party, the Borrower is in each case, for intercompany loans or advancespro forma compliance with the financial covenants set forth in Section 5.9 after giving effect thereto, (iii) Debt no Event of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans Default exists or advanceswould result therefrom, (iv) such Debt has no required scheduled or mandatory (except with proceeds of any Loan Party owing collateral securing such Debt) principal payments prior to any Subsidiary that is not a Loan Partythe first anniversary of the Maturity Date, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, and (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect material terms of such Debt or result in an increase (other than interest rate and other economic terms) in the outstanding aggregate are no more restrictive on the Borrower and its Consolidated Subsidiaries than the terms of this Agreement (unless covenants and events of default contained in such Debt that are more restrictive than those hereunder shall, at the option of the Administrative Agent, be incorporated mutatis mutandis in this Agreement); (l) unsecured Debt of the Borrower as long as (i) such Debt has no required (scheduled or mandatory) principal amount payments prior to the first anniversary of the Maturity Date, (ii) the material terms of such Debt (other than interest rate and other economic terms) in excess the aggregate are no more restrictive on the Borrower and its Consolidated Subsidiaries than the terms of this Agreement (unless covenants and events of default contained in such Debt that are more restrictive than those hereunder shall, at the option of the Administrative Agent, be incorporated mutatis mutandis in this Agreement), (iii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.9 after giving effect immediately prior to thereto, and (iv) no Event of Default exists or would result therefrom. (m) repurchase agreement financing if (i) the proceeds of such Debt are invested solely in securities issued or directly and fully guaranteed or insured by the United States or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) and (ii) such financing matures no later than twenty-five (25) Business Days; and (n) intercompany Debt permitted by Sections 6.5 and 6.11; provided that after giving effect to such extensionthe issuance, renewalassumption, refinancing creation or replacement except incurrence of the Debt permitted by an amount equal this Section 6.1 after the Closing Date, no Default under Section 7.1(a) or (e) shall have occurred and be continuing and the Borrower shall be in compliance with Section 5.9. The Net Cash Proceeds of any Debt incurred pursuant to any premiumSections 6.1(e), accrued interest(f), and reasonable fees and expenses incurred in connection therewith (j), (k) and (yl) for all Debt described in clauses (10) – (20) of Schedule 8(dare subject to Section 2.4(b), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders and Hedge Counterparties under the Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case SBIC Entities incurred in the ordinary course of business; (c) [reserved]; (d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, in an and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (d) shall not at any time not exceeding exceed $2,000,000, 5,000,000; (xe) Debt consisting of capital lease obligations in an aggregate outstanding amount at incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any time not exceeding $2,000,000, (xi) Debt described in clause (c) extensions of the definition Termination Date which have been exercised at the time of “incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt” ) and with terms materially no more restrictive than those in the Credit Agreement incurred in the ordinary course this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of business and arising under unsecured Swap Agreements that are Loan Parties to SBIC Entities not speculative in nature, in an aggregate outstanding amount at any time not exceeding to exceed $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 35,000,000 in the aggregate at any timeone time outstanding with maturities not to exceed six (6) months; (g) unsecured Debt of the Loan Parties in an aggregate outstanding principal amount not in excess of $575,000,000 at any time (including without limitation the Existing Debt (as defined below) and any Debt incurred in whole or in part in full or partial refinancing of the Existing Debt), so long as: (i) with respect to the Existing Debt (as defined below), during each period beginning on each date that is ninety (90) days prior to the maturity of any such Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (ii) with respect to any such Debt incurred or refinanced after November 20, 2015 (including without limitation any full or partial refinancing of the Existing Debt): (A) the Debt has a maturity after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to any extensions exercised after the incurrence or refinance of such Debt); (B) the Debt has no amortization, or mandatory redemption, repurchase or prepayment, prior to the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence or refinance of the Debt but not giving effect to any extensions exercised after the incurrence or refinance of such Debt); provided, that the customary put rights or repurchase or redemption obligations arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed to be “amortization”, “mandatory redemption”, “mandatory repurchase” or “mandatory prepayment” for purposes of this clause (B); (C) the terms of the Debt are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by Borrower (other than financial covenants and events of default, which shall be no more restrictive upon Borrower and the other Loan Parties, while any commitments or Loans are outstanding, than those set forth in this Agreement); and (D) during each period beginning on each date that is ninety (90) days prior to the maturity of any such Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date; and (h) other Debt of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of any Loan Party owing subordinated to another Loan Party, the Obligations by subordination agreement(s) satisfactory to Administrative Agent in each case, for intercompany loans or advances, its sole discretion; (iiid) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, under the Indenture evidenced by the Senior Subordinated Notes; (ive) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on secured by the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, Nevada Property provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding aggregate principal amount of such Debt in excess shall not exceed 80% of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith the Approved Value (as hereinafter defined) of the Nevada Property; and (yf) for all unsecured Debt described in clauses (10) – (20) of Schedule 8(d)not otherwise permitted under this Section 5.27, no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the aggregate outstanding principal amount of such which when aggregated with all outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties not otherwise permitted under this Section 5.27 shall not, at any time time, exceed $1,000,000. For purposes of clause (e) above, “Approved Value” shall mean the fair market value shown on an MAI appraisal of the Nevada Property obtained in excess anticipation of $22,000,000 such Debt, which appraisal shall comply with all rules and regulations of any applicable Governmental Authorities, shall be conducted by an amount equal appraiser satisfactory to the Administrative Agent, and shall otherwise be in form and substance satisfactory to the Administrative Agent in all respects. The Borrower will not, and will not permit any Subsidiary to, (a) redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as permitted by Section 5.08), (b) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Subordinated Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) designate any Debt of the definition of Borrower or any Applicable Subsidiary as “Senior Indebtedness,” “Senior Debt” or any similar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in a principal amount no less than the Credit Agreement incurred in principal amount of the ordinary course Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, such repayment no less than fifteen (xii15) calendar days prior to such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], being repaid; and (xv4) other prior to such repayment, the holder of such Substitute Subordinated Debt executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. Create(a) At any time during the Reinvestment Period (or, in the case of an issuance or incurrence, as applicable, solely of additional Preferred Shares or Junior Mezzanine Secured Debt, at any time), the Issuer, may (x) with the consent of a Majority of the Controlling Class (provided that such consent with respect to an issuance or incurrence of any existing Class of Debt other than the Class A Debt shall not be unreasonably withheld or delayed), issue or incur, assume as applicable, and sell additional Debt of each existing Class of Secured Debt or suffer Preferred Shares (on a pro rata basis with respect to exist each Class of Debt and at least a pro rata amount of Preferred Shares) or (y) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Debt (or to the most junior Class of Debt of the Issuer issued pursuant to this Indenture or the Class A-L Credit Agreement, if any Class of Debt issued or incurred, as applicable, pursuant to this Indenture or the Class A-L Credit Agreement other than the Secured Debt is then Outstanding) (such additional Debt, other than “Junior Mezzanine Secured Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted; provided that (i) Debt incurred pursuant the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable, (provided that the Loan Documentsconsent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency), (ii) in the case of an issuance or incurrence, as applicable, of Additional Debt of existing Classes or Class A-L Loans, the terms of the Securities or Class A-L Loans issued or incurred must be identical to the respective terms of previously issued or incurred Securities or Class A-L Loans of the applicable Class except that the interest due on Additional Debt will accrue from the issue date of such Additional Secured Debt and the spread or fixed rate of interest (after giving effect to any Loan Party owing to another Loan Partyoriginal issue discount) of such Additional Secured Debt may be lower (or higher) than those of the initial Secured Debt of that Class; provided that, in each case, for intercompany loans or advancessuch Additional Secured Debt must also be Floating Rate Secured Debt and have a floating rate based on the same benchmark rate as the corresponding existing Class of such Floating Rate Secured Debt, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advancesthe S&P Rating Condition has been satisfied, (iv) Debt the proceeds of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, Additional Debt (v) [intentionally omitted], (vi) Debt net of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted hereunder; provided that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Secured Debt that exceeds the Preferred Shares’ proportional share of the Additional Secured Debt issued or incurred at such time as Interest Proceeds, (v) the Overcollateralization Ratio with respect to the Class C Notes shall not be reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence, as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date, (vi) a written opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) any additional Class A Debt, Class B-1 Notes, Class B-2 Notes and Class C Notes will be treated as indebtedness for U.S. federal income tax purposes and (yB) for all Debt described such additional issuance or incurrence, as applicable, will not result in clauses the Issuer becoming subject to U.S. federal income tax with respect to its net income (10) – (20) including any tax liability imposed under Section 1446 of Schedule 8(dthe Code), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, provided, however, that the opinion or advice of tax counsel described in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal clause (A) will not be required with respect to any premiumAdditional Debt that bears a different securities identifier from the Debt of the same Class that were issued or incurred on the Closing Date and are Outstanding at the time of the additional issuance or incurrence, accrued interestas applicable; provided further that if an opinion to the effect that any additional Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, and reasonable fees and expenses such additional Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares, (vii) any such additional issuance or incurrence, as applicable, will be issued or incurred in connection therewitha manner that will allow the Issuer to accurately provide the information described in Treasury Regulations section 1.1275-3(b)(1)(ii), (viii) [intentionally omitted]in the case of additional Debt of any one or more existing Class of Debt that is treated as debt for U.S. federal income tax purposes, such additional Debt will be issued with a separate CUSIP number unless the additional Debt is issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes, (ix) Debt none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under performance bonds the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or with respect the EU/UK Risk Retention Requirements as a result of such additional issuance or incurrence, as applicable, unless such Person has consented to workers’ compensation claimssuch additional issuance or incurrence, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, as applicable and (x) in the case of an issuance of Junior Mezzanine Secured Debt, such Junior Mezzanine Secured Debt consisting may not have a stated maturity earlier than the earliest Stated Maturity of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000Secured Debt Outstanding, unless a Majority of the Controlling Class consents and (xi) an Officer’s certificate of the Issuer shall be delivered to the Collateral Trustee stating that the conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Secured Debt described shall be payable commencing on the first Payment Date following the issue date of such Additional Debt (if issued prior to the applicable Record Date). The Additional Secured Debt of an existing Class shall rank pari passu in clause all respects with the initial Secured Debt of that Class. (c) Any Additional Debt of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (on an approximate basis) their pro rata holdings of Securities of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Debt is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) As any part of any issuance or incurrence of Additional Debt, additional Class A-L Loans may be incurred (in loan form only) and subject to the conditions set forth in this Section 2.4, will be borrowed pursuant to the terms of the definition of “Debt” in the Class A-L Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeAgreement.

Additional Debt. CreateDirectly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), except for: (a) the Debt owed to the Lenders, the Agent, the Issuer Lender and the Swingline Lender under this Agreement and the Credit Documents; (b) the Debt described on Schedule 6.1, as such Debt may be amended, restated or refinanced from time to time; provided that such amendment, restatement or refinancing shall not cause the principal amount of such Debt to exceed the amounts set forth on Schedule 6.1; (c) Debt in respect of Permitted Securitization Transactions; (d) Debt (other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10b) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of this Section 6.1) secured by a Lien upon assets of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in natureBorrower, in an aggregate outstanding amount at any time not exceeding $3,000,000which shall not, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time, exceed an aggregate principal amount of $300,000,000; (e) Subordinated Debt; (f) Debt and obligations owing under Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (g) in addition to the other Debt permitted by this Section 6.1, Debt of the Borrower's Subsidiaries, which shall not, at any time, exceed an aggregate principal amount of $25,000,000; and (h) other unsecured Debt of the Borrower with respect to which no scheduled principal payment shall be prior to the Commitment Termination Date; provided that the Borrower shall be permitted to issue unsecured term notes having maturities of not less than three (3) years, which shall be either pari passu or subordinated in right of payment to the Obligations hereunder and shall not, at any time, exceed an aggregate principal amount of $250,000,000; provided that after giving effect to the issuance, assumption, creation or incurrence of the Debt permitted by this Section 6.1, no Default under Section 7.1(a) or (e) shall have occurred and be continuing and the Borrower shall be in compliance with Section 5.9.

Additional Debt. Create(a) At any time during the Reinvestment Period (or, incurin the case of an issuance or incurrence, assume as applicable, solely of additional Preferred Shares or suffer to exist any Junior Mezzanine Secured Debt, other than at any time), the Issuer may (i) with the consent of a Majority of the Controlling Class (provided that such consent with respect to an issuance or incurrence of any existing Class of Debt incurred pursuant other than the Class A-1 Debt shall not be unreasonably withheld or delayed), issue or incur as applicable, and sell additional Debt of each existing Class of Debt (on a pro rata basis with respect to the Loan Documents, each Class of Secured Debt and at least a pro rata amount of Preferred Shares); or (ii) issue or incur, as applicable, and sell additional Preferred Shares (subject to and in accordance with the Fiscal Agency Agreement) or notes or debt of any one or more new classes of notes or debt that are fully subordinated to the existing Secured Debt (or to the most junior class of debt of the Issuer issued or incurred, as applicable, pursuant to this Indenture or the Class A-1L Credit Agreement, if any class of debt issued or incurred, as applicable, pursuant to this Indenture or the Class A-1L Credit Agreement other than the Secured Debt is then outstanding) (such additional debt, “Junior Mezzanine Secured Debt”) and use the net proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the following conditions are met: (i) the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares consent to such issuance or incurrence, as applicable (provided that the consent of a Majority of the Preferred Shares shall not be required in circumstances where an issuance of additional Preferred Shares is required to prevent or cure an EU/UK Retention Deficiency); (ii) in the case of an issuance or incurrence, as applicable, of Additional Debt of any Loan Party owing existing Classes, the terms of the Debt issued or incurred must be identical to another Loan Party, in each case, for intercompany loans or advances, (iii) the respective terms of previously issued Debt of the applicable Class (except that the interest due on Additional Secured Debt will accrue from the issue date of such Additional Secured Debt and the spread or fixed rate of interest (after giving effect to any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans original issue discount) of such Secured Debt may be lower (or advances, (ivhigher) than those of the initial Secured Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, Class; provided that (x) for all if such Class is a Class of Floating Rate Debt, such Additional Secured Debt listed must also be Floating Rate Debt and have a floating rate based on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect same benchmark rate as the corresponding existing Class of such Floating Rate Debt, (y) if such Class is a Class of Fixed Rate Debt, such Additional Secured Debt must also be Fixed Rate Debt) and (z) the spread or result in an increase in the outstanding principal amount fixed rate of such Debt in excess of that in effect immediately prior to interest (after giving effect to such extensionany original issue discount) of any additional Class A-1 Debt may not be higher than those of the initial Class A-1 Debt issued on the Closing Date, renewal, refinancing or replacement except by an amount equal to unless a Majority of the Controlling Class consents; (iii) the S&P Rating Condition has been satisfied; (iv) the proceeds of any premium, accrued interest, and reasonable additional Debt (net of fees and expenses incurred in connection therewith with such issuance or incurrence, as applicable) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the Collateral Manager may elect to treat the portion of the proceeds from the issuance or incurrence, as applicable, of additional Preferred Shares or Junior Mezzanine Secured Debt that exceeds the Preferred Shares’ proportional share of the Additional Debt issued or incurred at such time as Interest Proceeds; (v) the Overcollateralization Ratio with respect to each Class of Secured Debt is not reduced after giving effect to such issuance or incurrence, as applicable, unless after giving effect to such issuance or incurrence as applicable, the Overcollateralization Ratio is at least equal to the Overcollateralization Ratio as of the Effective Date; (vi) a written opinion or advice from ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that (A) unless only Junior Mezzanine Secured Debt treated as equity in the Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any additional Secured Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as any outstanding Secured Debt that is pari passu with such additional Secured Debt and (yB) for all Debt described such additional issuance or incurrence, as applicable, will not result in clauses the Issuer becoming subject to U.S. federal income tax with respect to its net income (10) – (20) including any tax liability imposed under Section 1446 of Schedule 8(dthe Code), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that the opinion or advice of tax counsel described in clause (A) will not be required with respect to any additional Secured Debt that bears a different securities identifier from the Secured Debt of the same Class that was issued or incurred on the Closing Date and is Outstanding at the time of the additional issuance or incurrence, as applicable; provided further that if an increase opinion to the effect that any additional Secured Debt will be treated as indebtedness for U.S. federal income tax purposes is not delivered, such additional Secured Debt will be subject to tax-related transfer restrictions substantially similar to those applicable to the Preferred Shares; (vii) unless only Junior Mezzanine Secured Debt treated as equity in the outstanding principal amount of Issuer for U.S. federal income tax purposes and/or additional Preferred Shares are being issued, any such Debt at any time in excess of $22,000,000 and an amount equal to any premiumadditional issuance or incurrence, accrued interestas applicable, and reasonable fees and expenses will be issued or incurred in connection therewith, a manner that will allow the Issuer to accurately provide the information described in Treasury regulations Section 1.1275-3(b)(1)(i); (viii) [intentionally omitted]in the case of additional Debt of any one or more existing class of Debt that is treated as debt for U.S. federal income tax purposes, such additional Debt will be issued with a separate CUSIP number (ixto the extent a CUSIP number was assigned to the existing Class of Debt) unless the additional Debt under performance bonds is issued pursuant to a “qualified reopening” of the original series, is otherwise treated as part of the same “issue” of debt instruments as the original series or is issued with respect to workers’ compensation claimsless than a de minimis amount of original issue discount, in each case incurred for U.S. federal income tax purposes; (ix) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the ordinary course U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of businesssuch additional issuance or incurrence, in an aggregate outstanding amount at any time not exceeding $2,000,000as applicable, unless such Person has consented to such additional issuance or incurrence, as applicable; (x) Debt consisting in the case of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000issuance of additional Preferred Shares, the additional Preferred Shares may only be sold to the Collateral Manager, BOCIC, their respective affiliates, or funds or investment vehicles managed by the Collateral Manager or BOCIC, (xi) Debt described in clause (c) no Event of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business Default has occurred and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000is continuing, (xii) in the case of an issuance of Junior Mezzanine Secured Debt, such Junior Mezzanine Secured Debt may not exceeding $1,125,000 outstanding at have a stated maturity earlier than the earliest Stated Maturity of any time incurred to finance Secured Debt Outstanding, unless a Majority of the payment of property insurance premiums relating to its wood fiber business, Controlling Class consents and (xiii) [intentionally omitted]an officer’s certificate of the Issuer is delivered to the Collateral Trustee stating that the foregoing conditions of this Section 2.4(a) have been satisfied. (b) Interest on the Additional Debt shall be payable commencing on the first Payment Date following the issue date of such Additional Debt (if issued prior to the applicable Record Date). The Additional Secured Debt of an existing Class shall rank pari passu in all respects with the initial Secured Debt of that Class. (c) Any Additional Debt of any Class issued or incurred pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve (xivon an approximate basis) [intentionally omitted]their pro rata holdings of Debt of such Class; provided that the Collateral Manager and the Retention Holder and their respective affiliates shall have priority over such existing holders to the extent that the Collateral Manager or the Retention Holder determines in its sole discretion that the purchase of such Additional Debt is required to satisfy the U.S. Risk Retention Rules or to prevent or cure an EU/UK Retention Deficiency. (d) In connection with the issuance of Additional Secured Debt, additional Class A-1L Loans may be incurred (in loan form only) and (xv) other Debt in an amount not exceeding $1,000,000 in will be borrowed pursuant to the aggregate at any timeterms of the Class A-1L Credit Agreement.

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party (other than an SPV Subsidiary) shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders and Hedge Counterparties under the Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each caseSBIC Entities; 767077577.9 (c) MSC Springing Guarantees, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount not to exceed $50,000,000; (d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (d) shall not at any time not exceeding exceed $5,000,000, in each case, for intercompany loans or advances, ; (v) [intentionally omitted], (vie) Debt of any Subsidiary that is incurred after the OmnibusSixth Amendment Effective Date with a maturity when incurred not a Loan Party owing less than one yearsix months after the Extended Final Maturity Date (after giving effect to any extensions of the Extended Final Maturity Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt) and with terms materially no more restrictive than those in this Agreement, so long as such Debt is unsecured; (f) loans by Loan Party, Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed $60,000,000 in the aggregate at any one time outstanding with maturities not to exceed twelve (12) months (provided that the Loan Parties and/or Subsidiaries of Loan Parties shall not be permitted to make loans and advances to SBIC Entities in excess of $20,000,000 following the Extended Commitment Termination Date); (g) unsecured Debt of the Loan Parties in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 1,235,000,0002,100,000,000 at any time (including without limitation the Existing Debt (as defined below) and an amount equal to any premium, accrued interest, and reasonable fees and expenses Debt incurred in connection therewithwhole or in part in full or partial refinancing of the Existing Debt) (and provided, (viiihowever, that any Debt incurred to both satisfy the Available Liquidity requirement in this Section 5.31(g) [intentionally omitted], (ix) and refinance outstanding Debt shall not count toward the limitation on unsecured Debt under performance bonds or this Section 5.31(g) (except to the extent the amount of such new Debt exceeds the amount of such outstanding Debt being refinanced) during the period starting on the later of (i) the incurrence of such new Debt and (ii) 180 days prior to the maturity date of such outstanding Debt and ending upon the refinance of such outstanding Debt), so long as: (i) with respect to workers’ compensation claimsthe Existing Debt (as defined below), in during each case incurred in period beginning on each date that is ninety (90) days prior to the ordinary course maturity of businessany such Debt and continuing until the maturity of any such Debt, in an aggregate outstanding the Borrower shall have Available Liquidity that is equal to or greater than the principal amount at of Debt that is due and payable on such maturity date; and (ii) with respect to any time not exceeding $2,000,000, Debt other than Existing Debt (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at but including without limitation any time not exceeding $2,000,000, (xi) Debt described in clause (c) full or partial refinancing of the definition Existing Debt): (A) the Debt has a maturity after the Extended Final Maturity Date (after giving effect to any extensions of “Debt” in the Credit Agreement incurred in Extended Final Maturity Date which have been exercised at the ordinary course time of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment incurrence or refinance of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.130

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of such the Subordinated Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and being repaid; (y2) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the Borrower provides the Administrative Agent with written notice of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.repayment no less than fifteen

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 6.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 6.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt in violation of the subordination agreement applicable thereto, (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.

Additional Debt. Create, incur, assume or suffer to exist any Debt, other than (i) Debt incurred pursuant to the Loan Documents, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omittedreserved], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 24,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted]Debt of the Ontario Pellets Entities pursuant to an Ontario Pellets Working Capital Credit Facility in an aggregate outstanding principal amount at any time not exceeding $15,000,000, (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any time.of

Additional Debt. CreateNo Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders and Hedge Counterparties under the Loan Documents, ; (iib) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an aggregate outstanding principal amount at any time not exceeding $5,000,000, in each case, for intercompany loans or advances, (v) [intentionally omitted], (vi) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case SBIC Entities incurred in the ordinary course of business; (c) the Debt existing and outstanding on the Closing Date described on Schedule 5.31; (d) purchase money Debt hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred shall not exceed the purchase price of the asset(s) financed, in an and (ii) the aggregate outstanding principal amount of all Debt permitted under this clause (d) shall not at any time not exceeding exceed $2,000,000, 5,000,000; (xe) Debt consisting of capital lease obligations in an aggregate outstanding amount at incurred after the date hereof with a maturity when incurred not less than one year after the Termination Date (after giving effect to any time not exceeding $2,000,000, (xi) Debt described in clause (c) extensions of the definition Termination Date which have been exercised at the time of “incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt” ) and with terms materially no more restrictive than those in the Credit Agreement incurred in the ordinary course this Agreement, so long as such Debt is unsecured; (f) loans by Loan Parties and/or Subsidiaries of business and arising under unsecured Swap Agreements that are Loan Parties to SBIC Entities not speculative in nature, in an aggregate outstanding amount at any time not exceeding to exceed $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 35,000,000 in the aggregate at any timeone time outstanding with maturities not to exceed six (6) months and (g) unsecured Debt hereafter incurred by the Loan Parties so long as (i) the aggregate outstanding principal amount of all Debt incurred under this clause (g) shall not at any time exceed $175,000,000, (ii) the Debt has a maturity when incurred after the Termination Date (after giving effect to any extensions of the Termination Date which have been exercised at the time of incurrence of the Debt but not giving effect to any extensions exercised after the incurrence of such Debt), (iii) the terms of such Debt shall not be materially more restrictive than the terms of this Agreement and (iv) during each period beginning on each date that is ninety (90) days prior to the maturity of any such Debt and continuing until the maturity of any such Debt, the Borrower shall have Available Liquidity that is equal to or greater than the principal amount of Debt that is due and payable on such maturity date. For the avoidance of doubt, any Debt incurred after the date hereof shall not be deemed to be in violation of clause (e) or (g) as a result of (i) extensions to the Termination Date effective after the original incurrence of such Debt or (ii) the inclusion of terms more restrictive than those in this Agreement to the extent such terms relate to the Borrower’s compliance with any provisions of or amendments to the Investment Company Act (whether or not the Investment Company Act applies to such Debt).

Additional Debt. CreateNo Obligor or Subsidiary of an Obligor shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under Capital Leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents; (b) the Debt existing and outstanding on the Closing Date described on Schedule 6.29; (c) Subordinated Debt; (d) unsecured Subordinated Debt to the extent also contractually subordinated to the Junior Lender not otherwise permitted under this Section 6.29, (ii) Debt of any Loan Party owing to another Loan Party, in each case, for intercompany loans or advances, (iii) Debt of any Subsidiary that is not a Loan Party owing to another Subsidiary that is not a Loan Party, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all outstanding unsecured Debt of the Obligors and Subsidiaries of Obligors not otherwise permitted under this Section 6.29 shall not, at any time not exceeding time, exceed $5,000,000, in each case, for intercompany loans 500,000; (e) guarantees and other contingent obligations of the Borrower or advances, any Subsidiary of Debt or other obligations of the Borrower or any Subsidiary otherwise permitted hereunder so long as the Person providing such guarantee or other contingent obligation could have incurred the Debt or other obligations that are being guaranteed; (vf) [intentionally omitted], obligations under Hedge Agreements that are permitted under Section 6.32; (vig) Debt arising from the honoring by a bank or other financial institution of any Subsidiary that is not a Loan Party owing to any Loan Partycheck, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans draft or advances, similar instrument inadvertently (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Debt described in clauses (10) – (20) thereof, no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase except in the outstanding principal amount case of such Debt in excess of that in effect immediately prior to giving effect to such extension, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (ydaylight overdrafts) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect of such Debt or result in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred drawn against insufficient funds in the ordinary course of business; provided, in an aggregate outstanding amount at any time not exceeding $2,000,000however, that such Debt is extinguished within two (x2) Business Days of incurrence; (h) Debt consisting arising in connection with endorsement of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred instruments for deposit in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, business; (i) Debt of Foreign Subsidiaries in an aggregate outstanding amount not to exceed $500,000 at any time not exceeding $3,000,000, outstanding; and (xiij) Debt of the Borrower or any of its Subsidiaries incurred in connection with Capital Leases and purchase money Debt of the Borrower or any of its Subsidiaries in an aggregate amount not exceeding to exceed $1,125,000 outstanding 500,000 at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timeoutstanding.

Additional Debt. CreateNo Loan Party or Applicable Subsidiary of a Loan Party shall directly or indirectly issue, incurassume, assume create, incur or suffer to exist any DebtDebt or the equivalent (including obligations under capital leases), other than except for: (ia) the Debt incurred pursuant owed to the Lenders under the Loan Documents, ; (iib) the Debt existing and outstanding on the Closing Date described on Schedule 5.27; (c) Debt of subordinated to the Obligations by subordination agreement(s) satisfactory to Administrative Agent in its sole discretion; (d) so long as no NMTC Recapture Event with respect to any Loan Party owing to another Loan PartyNMTC Transaction has occurred, in each case, for intercompany loans or advances, (iii) any Debt of incurred by the Borrower and/or any Subsidiary that is in connection with such NMTC Transaction, and (e) unsecured Debt not a Loan Party owing to another Subsidiary that is not a Loan Partyotherwise permitted under this Section 5.27, in each case, for intercompany loans or advances, (iv) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party, in an the aggregate outstanding principal amount of which when aggregated with all other outstanding unsecured Debt of the Loan Parties and Applicable Subsidiaries of Loan Parties under this clause (e) shall not, at any time time, exceed $1,000,000. The Borrower will not, and will not exceeding $5,000,000, in each case, for intercompany loans or advancespermit any Subsidiary to, (va) [intentionally omitted]redeem, purchase prior to maturity, pay, or prepay any Subordinated Debt (other than as otherwise permitted by Section 5.08), (vib) amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt or (c) designate any Debt of the Borrower or any Applicable Subsidiary that is not a Loan Party owing to as “Senior Indebtedness,” “Senior Debt” or any Loan Partysimilar designation under any agreement governing any Subordinated Debt of the Borrower or any Applicable Subsidiary, in an aggregate outstanding principal amount at any time not exceeding $3,000,000, for intercompany loans or advances, (vii) Debt existing on the date hereof and listed on Schedule 8(d), and extensions, renewals, refinancings and replacements thereof, provided that (x) for all Debt listed on Schedule 8(d) other than the Obligations; provided, that the Borrower shall be permitted on one occasion to repay Subordinated Debt described with the proceeds of additional Subordinated Debt (the “Substitute Subordinated Debt”) incurred contemporaneously with such repayment, provided: (1) such Substitute Subordinated Debt is in clauses (10) – (20) thereof, a principal amount no such extension, renewal, refinancing or replacement shall add additional obligors in respect of such Debt or result in an increase in less than the outstanding principal amount of the Subordinated Debt being repaid; (2) the Borrower provides the Administrative Agent with written notice of such Debt in excess of that in effect immediately repayment no less than fifteen (15) calendar days prior to giving effect such repayment; (3) such repayment is made no less than sixty (60) calendar days prior to the maturity date of the Subordinated Debt being repaid; and (4) prior to such extensionrepayment, renewal, refinancing or replacement except by an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith and (y) for all Debt described in clauses (10) – (20) of Schedule 8(d), no such extension, renewal, refinancing or replacement thereof shall add additional obligors in respect the holder of such Substitute Subordinated Debt or result executes and delivers to the Administrative Agent a subordination agreement satisfactory to the Required Lenders in an increase in the outstanding principal amount of such Debt at any time in excess of $22,000,000 and an amount equal to any premium, accrued interest, and reasonable fees and expenses incurred in connection therewith, (viii) [intentionally omitted], (ix) Debt under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, in an aggregate outstanding amount at any time not exceeding $2,000,000, (x) Debt consisting of capital lease obligations in an aggregate outstanding amount at any time not exceeding $2,000,000, (xi) Debt described in clause (c) of the definition of “Debt” in the Credit Agreement incurred in the ordinary course of business and arising under unsecured Swap Agreements that are not speculative in nature, in an aggregate outstanding amount at any time not exceeding $3,000,000, (xii) Debt not exceeding $1,125,000 outstanding at any time incurred to finance the payment of property insurance premiums relating to its wood fiber business, (xiii) [intentionally omitted], (xiv) [intentionally omitted], and (xv) other Debt in an amount not exceeding $1,000,000 in the aggregate at any timetheir sole discretion.