Common use of Debt Clause in Contracts

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) (i) Prepetition Debt outstanding on the Obligations Petition Date and set forth in Schedule 4.01(r) (including, without limitation, the Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt; (ii) Debt under the Banking Services ObligationsLoan Documents; (biii) [Reserved]Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (civ) intercompany (A) Debt incurred owed by any Credit Loan Party owing to any other Credit Loan Party, (B) Debt owed to any non-Debtor Subsidiary by any Loan Party and (C) Debt owed by any non-Debtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Investment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, (x) to the extent that the Administrative Agent requires that an intercompany loan is evidenced by a promissory note, such promissory note shall be in form and substance satisfactory to the Administrative Agent, (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall be subject to subordination provisions in form and substance satisfactory to the Administrative Agent to be contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and the other Loan Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under the Collateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (dv) purchase money debt or Capital Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject arising after the Closing Date not to the penultimate paragraph of this Section 6.1), subject exceed an aggregate principal amount equal to the limitations in the last paragraph of this Section 6.1$2,500,000 at any time outstanding; (evi) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gvii) [Reserved]Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (hviii) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d)any bankers’ acceptance, Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions letter of this Section 6.1 (including extensionscredit, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations warehouse receipt or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, facilities entered into in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment ordinary course of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).business;

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

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) intercompany Debt incurred by consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party owing in connection with the operation of its Oil and Gas Properties, including with respect to any other Credit Partyplugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money debt Purchase Money Debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject in an aggregate principal amount not to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1exceed $5,000,000 at any time; (e) Hedging Arrangements permitted to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (gh) [Reserved]Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (hi) a guaranty without duplication, guarantees of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from existing on the financing of insurance premium of the Borrower or any SubsidiaryClosing Date and set forth in Schedule 6.1 including extensions, so long as (i) replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt shall not be in excess as of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term date of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000extension or refinancing; (k) secured Debt not otherwise permitted under representing deferred compensation to employees of the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations Credit Parties incurred in the last paragraph ordinary course of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall business in an aggregate amount not be Collateral or any Property that is required to be Collateral under Section 5.6exceed $1,000,000; (l) unsecured Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in respect supply agreements, in each case, in the ordinary course of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n)business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) thereof shall not exceed $2,500,000 5,000,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligations;other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) [Reserved]Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) intercompany Debt incurred by any Credit Party owing with respect to any other Credit PartyHedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase money debt price or Capital Leases similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (including extensions, refinancings, refundings, replacements and renewals 2) representing deferred compensation to employees of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations any Loan Party incurred in the last paragraph ordinary course of this Section 6.1; business and (e3) Hedging Arrangements permitted under Section 6.15; (f) Debt arising representing customer deposits and advance payments received in the ordinary course of business from the endorsement of instruments customers for collection goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) [Reserved];Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) a guaranty unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided thatbusiness), for the avoidance of doubt, such guaranty shall also be subject in addition to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 listed above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)accordance with this Agreement.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following Parent Guarantor) and its Subsidiaries, (collectivelyA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the “Permitted Debt”): (aJV Pro Rata Share of Non-Recourse Debt of any Joint Venture) (i) in respect of Assets other than Borrowing Base Assets, the Obligations and (ii) incurrence of which would not result in a Default under any of the Banking Services Obligationscovenants contained in Section 5.04; (bv) [Reserved]in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (cvi) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals endorsements of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gvii) [Reserved]; recourse secured Debt, provided that such Debt (hA) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject not recourse to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower any Subsidiary Guarantor that owns any Borrowing Base Asset or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policydirect or indirect Equity Interest therein, (iiB) is otherwise not secured by any Lien on customary termsany Borrowing Base Asset, and (iiiC) shall not exceed in the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions 10% of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeTotal Asset Value; and (nviii) unsecured Debt constituting earn-out obligations, contingent obligations or similar contingent obligations the incurrence of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or which would not result in a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted Default under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)5.04.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) intercompany Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by any Credit Party owing to any other Credit Partyappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money debt indebtedness or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject in an aggregate principal amount not to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium premiums of the Borrower or any Subsidiary, so long as (i) the principal Credit Party in an aggregate amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be to exceed $750,000 incurred only to defer the cost of, of such insurance for the underlying term of such insurance policy; (h) unsecured Debt under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) is otherwise on customary terms, the holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount of Debt not exceeding $500,000 at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000time, and any Permitted Refinancing thereof; (k) secured Debt not otherwise owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the preceding Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required reasonably satisfactory to be Collateral under Section 5.6the Administrative Agent; (l) unsecured Debt incurred in respect of Investments an Investment permitted by under Section 6.3(d6.3(k) or (l), an Acquisition permitted under Section 6.3(e) 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and Section 6.3(n)customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; (o) Debt existing on the date hereof and set forth on Schedule 6.1; and (p) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) thereof shall not exceed $2,500,000 500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toDebtor will incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) unsecured intercompany Debt incurred between Debtors to the extent permitted by any Credit Party owing Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other Credit Partythan a Debtor, and, provided further, that any such Debt owed by a Debtor shall be subordinated to the Obligations on terms satisfactory to the Agent, including as set forth in the Loan Guarantee; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals endorsements of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (ge) [Reserved]debt of the Debtors under Capital Leases entered into prior to the Petition Date and set forth on Schedule 9.02(e) hereto; (hf) a guaranty to the extent set forth on Schedule 9.02(f), Debt of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided thatthe Debtors in existence on the Petition Date in respect of performance, bid, surety or similar bonds or surety obligations for the avoidance account of doubtthe Debtors, such guaranty shall also be subject in each case, to the limitations extent required by any Governmental Requirements applicable to the Debtors and otherwise in connection with the operation of such underlying Debtthe Oil and Gas Properties of the Debtors, together with all replacements, extensions and renewals thereof made in the ordinary course of business; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policyExisting Senior Indentures, (ii) is otherwise on customary terms, the Existing Second Lien Loan Documents and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeExisting Obligations; and (nh) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of for borrowed money outstanding on the Borrower or any Subsidiary arising from or relating to the Closing Petition Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (jon Schedule 9.02(e) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)hereto.

Debt. No Credit Party shall, nor shall it permit any None of its the Obligors or their Subsidiaries to(other than Unrestricted Entities) and none of the Partnerships will incur, create, assumeassume or permit to exist any Debt, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Banking Services ObligationsNotes or other Indebtedness; (b) [Reserved]Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) intercompany Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by any Credit Party owing to any other Credit Partyappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Debt under leases permitted under Section 6.1), subject to the limitations in the last paragraph of this Section 6.19.08; (e) Hedging Arrangements permitted under Section 6.15Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor’s Oil and Gas Properties; (f) Debt arising from of the endorsement of instruments for collection in the ordinary course of businessObligors under Hedging Agreements permitted under Section 9.02; (g) [Reserved]Debt to AAI not to exceed $15,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1Intercompany Debt; provided thatprovided, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) any such Intercompany Debt is subject shall be subordinated to the limitations in Obligations upon terms and conditions satisfactory to the last paragraph of this Section 6.1 Administrative Agent, and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Intercompany Debt in respect excess of Investments permitted $250,000 shall be evidenced by Section 6.3(d), Section 6.3(e) an Intercompany Note pledged to secure the Obligations and Section 6.3(n); (m) unsecured Debt not otherwise permitted under in the preceding provisions possession of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeAdministrative Agent; and (ni) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating and its Subsidiaries not otherwise described under subparagraphs (a) through (h) above not to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, 5,000,000 in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallParent and the Borrower will not, nor shall it and will not permit any of its Subsidiaries Consolidated Subsidiary to, create, assume, incur, suffer assume or permit to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently except: (i) Debt created under the Loan Documents; (ii) Debt in respect of, any Debt other than of the following (collectivelySenior Notes, the “Permitted Debt”):New Senior Notes (Issued 2010) and the New Senior Notes (Issued 2011) in an aggregate principal amount of all such Debt not exceeding $440,000,000 at any time outstanding; provided that the net cash proceeds of the New Senior Notes (Issued 2010) shall be applied to redeem the Senior Notes until redeemed in full (it being understood that to the extent New Senior Notes (Issued 2010) are issued prior to the date that the Senior Notes may be redeemed pursuant to their terms and any redemption notice delivered with respect thereto, the Senior Notes may remain outstanding until the first date that they are permitted to be so redeemed); (iii) Debt under the Term Loan Documents in an aggregate principal amount not to exceed (a) $135,000,000 in respect of term loans and (b) €40,000,000 in respect of the Revolving Facility (as defined in the Term Loan/Euro RCF Agreement); (iv) (a) Debt among the Loan Parties, (b) subject to Section 11.5, Debt owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Debt among the Foreign Consolidated Subsidiaries (other than Loan Parties), (d) Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties and (e) the LuxFinCo-U.S. Holdings Note, provided in the case of Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties incurred after the Closing Date, the aggregate principal amount of such Debt outstanding shall not exceed $25,000,000 at any one time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Consolidated Subsidiaries of the Borrower as permitted under Section 11.5(b); provided further (i) all such Debt shall be evidenced by promissory notes and, except with respect to any Debt owing to any Foreign Consolidated Subsidiary, all such notes shall, subject to the Obligations Intercreditor Agreement, be subject to the Security Interest of the Agent, and (ii) except with respect to any intercompany Debt among Foreign Consolidated Subsidiaries (other than Loan Parties), all such Debt shall be unsecured and subordinated in right of payment to the Banking Services Obligationspayment in full of the Debt pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Agent; (bv) [Reserved]Guarantees by the Borrower of Debt of any Consolidated Subsidiary of the Borrower and by any Consolidated Subsidiary of Debt of the Borrower or any other Consolidated Subsidiary of the Borrower, provided that Guarantees by the Borrower or any Subsidiary Loan Party of the Borrower of Debt of any Consolidated Subsidiary that is not a Loan Party shall be subject to Section 11.5; (cvi) intercompany Debt in respect of Hedging Agreements; (vii) Debt incurred by the Borrower or any Credit Party owing Consolidated Subsidiary of the Borrower constituting reimbursement obligations with respect to any other Credit Partyletters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims or self-insurance; (dviii) purchase money debt or Capital Leases (including extensions, Debt outstanding on the date hereof and listed on Annex VI and any refinancings, refundings, renewals, extensions or replacements and renewals of thereof subject (without shortening the maturity of, or increasing the principal amount thereof (except to the penultimate paragraph extent of this Section 6.1fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof), subject to the limitations in the last paragraph of this Section 6.1); (eix) Hedging Arrangements permitted under Section 6.15Debt of a Consolidated Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed by the Parent or any Wholly-Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Debt), so long as (A) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Debt of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Debt shall not exceed $20,000,000 at any one time outstanding and (C) in the case of such Debt of the Permitted Acquisition of the target referred to as “Drumet”, the aggregate principal amount of such Debt shall not exceed $107,000,000 Polish zlotys at any one time outstanding; (fx) Debt arising from the endorsement honoring by a bank or other financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five (5) Business Days of its incurrence; (xi) without duplication, Debt permitted as Investments pursuant to Section 11.5; (xii) Debt with respect to workmen’s compensation claims, self-insurance, performance bonds, surety bonds, appeal bonds or other similar bonds required in the ordinary course of business that do not result in a Default or an Event of Default; (xiii) Debt of the Borrower or any Consolidated Subsidiary of the Borrower consisting of take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (gxiv) [Reserved]; additional Debt (hwhether or not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided thatand any refinancings, for refundings, renewals, extensions or replacements thereof (without shortening the avoidance of doubtmaturity of, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt shall not be and payable in excess of the amount of the unpaid cost ofconnection with such refinancings, and shall be incurred only to defer the cost ofrefundings, such insurance for the underlying term of such insurance policyrenewals, (ii) is otherwise on customary terms, and (iii) extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed $25,000,000 for all such Debt at any time outstanding outstanding; (xv) Debt, if any, arising from agreements of the Borrower and the Consolidated Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Consolidated Subsidiary otherwise permitted under this Agreement; (xvi) Debt, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (a) Debt of any Acquired Loan Party or any Foreign Consolidated Subsidiary of the Borrower (whether or not secured), consisting of local lines of credit incurred in the ordinary course of business of such Acquired Loan Party or Foreign Consolidated Subsidiary of the Borrower and not guaranteed by Parent, the Borrower or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, refundings, renewals, extensions or replacements thereof; provided that the aggregate principal amount of all such Debt under this clause (jb) shall not exceed the United States dollar equivalent of $5,000,00010,000,000 at any time outstanding; (kxviii) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject The Luxembourg Equity Arrangements to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6extent constituting Debt; (lxix) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is Additional Indebtedness in an aggregate principal amount of all such Debt not greater than exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the aggregate maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (xx) Debt incurred by the Parent or any of its Consolidated Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Debt consisting of the Debt being renewed deferred purchase price of property acquired in a Permitted Acquisition), or refinancedfrom guaranties or letters of credit, plus surety bonds or performance bonds securing the amount performance of the Parent or any premiums required such Consolidated Subsidiary pursuant to be paid thereon such agreements, in connection with Permitted Acquisitions; and (xxi) Refinancing Indebtedness to the extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable fees costs and expenses associated therewith therewith, including reasonable legal fees and an amount equal expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans (as defined in the Term Loan/Euro RCF Agreement) being so refinanced in full in accordance with of the Term Loan/Euro RCF Agreement on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 11.12 as of the last day of the most recently ended fiscal quarter after giving effect to the incurrence of such Debt, (B) before and after giving effect to the incurrence of any unutilized active commitment under Refinancing Indebtedness, each of the Debt being renewed or refinanced conditions set forth in Section 4.03 of the Term Loan/Euro RCF Agreement shall be satisfied, and (C) the Borrower shall deliver to Agent at least five Business Days prior to the incurrence of such Refinancing Indebtedness (i) a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with clauses (A) and (B) the covenants, events of default, subordination this clause (provided that such certificate shall be conclusive evidence that such terms and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable conditions satisfy such requirements unless Agent provides notice to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment Borrower of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (dits objection during such five Business Day period) and (kii) is further limited in the case of Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Agent. In the event that any item of Debt meets more than one of the categories set forth above, the Borrower in its sole discretion may classify such item of Debt and only be required to (y) include the amount and type of such Debt createdin one or more of such clauses, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)at its election.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) (y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any manner become liableExcluded Subsidiary, directly, indirectly, or contingently Debt owed to any other Excluded Subsidiary; (ii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $7,500,000 at any time outstanding, (C) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (iiF) Unsecured Debt incurred in the Banking Services Obligationsordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any one time outstanding, and (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (biii) [Reserved]In the case of the Parent Guarantor or any of its Subsidiaries: (A) Debt under Customary Carve-Out Agreements, (B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an amount not to exceed in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04; (civ) intercompany in the case of the Parent Guarantor, Debt incurred by any Credit Party owing to any other Credit Party;under the Loan Documents; and (dv) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallNot, nor shall it and not suffer or permit any of its Subsidiaries Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except for the following (collectively, Debt of the “Permitted Debt”):Borrower and/or Loan Party Subsidiaries: (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]Debt in respect of Capital Leases and purchase money Debt, in each case incurred for the purpose of financing all or any part of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $100,000; (c) intercompany Debt incurred by any Credit Party owing of the Borrower to any other Credit PartyLoan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Loan Party that is a Wholly-Owned Subsidiary of the Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in form and substance satisfactory to the Agent and pledged and delivered to the Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner satisfactory to the Agent; (d) purchase money debt or Capital Leases (including extensionsDebt described in Section 7.1 of the Disclosure Letter as of the Closing Date, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1any Permitted Refinancing thereof; (e) Hedging Arrangements Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 6.157.4; (f) Debt arising from the endorsement honoring by a bank or other financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (g) [Reserved]; (h) guaranties by the Borrower of the Debt of any Loan Party that is a guaranty Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt7.1(a) or (b); (i) [Reserved]Debt under a Permitted AR Facility; (j) Debt arising from the financing consisting of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000Hedging Obligations; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from (i) that is convertible into Stock or relating Stock Equivalents and is validly subordinated by its terms to the Closing Date Acquisition payment of the Obligations on terms which shall provide that no payments of principal or a Permitted Acquisitioninterest may be made on such Debt prior to the Prepayment Date, (ii) that is validly subordinated by its terms to the payment of the Obligations on terms reasonably satisfactory to the Agent or (iii) in respect of earn-out, purchase price adjustment and similar obligations; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than that the aggregate principal amount of the all such Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and this clauses (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (dii) and (kiii) is further limited to (y) Debt created, assumed, incurred, or in at any other manner arising during the fiscal year ending December 31, 2016 in an aggregate time outstanding amount shall not in excess of exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)10,000,000.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]intercompany Debt owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) intercompany Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which, in each case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by any Credit Party owing to any other Credit Partyappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP regardless of whether such reserves are required thereunder; (d) purchase money debt indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (including extensions, refinancings, refundings, replacements and renewals of thereof subject d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of unsecured Funded Debt so long as such underlying Debt is not otherwise permitted under the preceding provisions of this Section 6.1; provided that, for the avoidance of doubt, such guaranty aggregate principal amount thereof shall also be subject to the limitations of such underlying Debtnot exceed $500,000 at any time; (i) [Reserved]; (jh) Debt arising from the financing of insurance premium premiums of the Borrower or any SubsidiaryCredit Party, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is otherwise on customary termsfully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (jh) shall not exceed $5,000,000;100,000; and (i) unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3 (j) guarantees of primary obligations of any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d)performance bonds, Section 6.3(e) bid bonds, appeal bonds, surety bonds and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out similar obligations, contingent in each case provided in the ordinary course of business obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)100,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the Loan Documents; (i) the Obligations Senior Notes and the Senior Notes Guarantees and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Banking Services Obligations; (bClosing Date and described on Schedule 7.2(b) [Reserved]hereto and any Permitted Refinancing thereof; (c) intercompany Debt incurred by any Credit Party owing of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to any other Credit Partytime after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (d) purchase money debt or Capital Leases Debt of (including extensionsA) the Borrower owing to any Subsidiary, refinancings, refundings, replacements and renewals (B) any of thereof subject the Subsidiaries owing to the penultimate paragraph of this Section 6.1)Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, subject (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the limitations in the last paragraph of this Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 6.17.6; (e) Hedging Arrangements Debt incurred after the Closing Date and secured by Liens expressly permitted under Section 6.157.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt arising from at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt not to exceed $100,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of which financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the Leverage Ratio shall not exceed the ratio specified in Section 7.16(a) for such last day (it being understood that if such last day is prior to December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gj) [Reserved]Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (hk) a guaranty Debt comprised of Debt so long as such underlying Debt is liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise permitted under this disposed of pursuant to Section 6.17.5(c) or (f); provided thatthat such liabilities or other obligations were not created or incurred in contemplation of the related sale, for the avoidance of doubtlease, such guaranty shall also be subject to the limitations of such underlying Debttransfer or other disposition; (i) [Reserved]secured and unsecured Debt of Non-Guarantor Subsidiaries in an aggregate amount not to exceed $300,000,000 at any time outstanding and (ii) secured and unsecured Debt of Foreign Subsidiaries in an aggregate amount not to exceed $150,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt arising from of any Person that is assumed by the financing Borrower or any of insurance premium its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a Non-Guarantor Subsidiary or (ii) Debt that is secured by a Lien on the assets of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall its Subsidiaries does not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt exceed $200,000,000 at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeoutstanding; and (nq) Debt constituting earn-out obligationsincurred in the ordinary course of business with respect to performance bonds, contingent surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or similar contingent obligations in connection with the enforcement of rights or claims of the Borrower or any Subsidiary arising from of its Subsidiaries or relating in connection with judgments that do not result in a Default or to the Closing Date Acquisition secure obligations under workers’ compensation laws, unemployment insurance or a Permitted Acquisition; provided that, the aggregate outstanding principal amount similar social security legislation (other than in respect of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount importation of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)goods.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect ofof Hedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, any in each case incurred in the ordinary course of business and consistent with prudent business practice, (B) Debt other than owed to a Loan Party; and (C) Debt incurred by the following Borrower (collectively, which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted DebtSenior Notes”):); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, (2) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (6) such Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (ib) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Obligations Guaranties and, in the case of the Loan Parties and their Subsidiaries, (iiA) Debt under the Banking Services ObligationsLoan Documents; (bB) [Reserved]So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (cC) intercompany Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt incurred by any Credit of the Loan Party owing to any other Credit Partyof the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (dD) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals Debt of thereof subject to any Person that becomes a Subsidiary of the penultimate paragraph Borrower after the Effective Date in accordance with the terms of this Section 6.1), subject to the limitations 5.02(f) which Debt does not exceed $10,000,000 in the last paragraph aggregate and is existing at the time such Person becomes a Subsidiary of this Section 6.1the Borrower; (eE) Hedging Arrangements So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under Section 6.15this clause (E) in the event that a Default has occurred and is continuing; (fF) the Surviving Debt arising from set forth on Schedule 5.02(b), and any Debt extending the endorsement maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gI) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n)letters of credit in an aggregate amount not to exceed $10,000,000 at any time outstanding; (mJ) unsecured Debt not otherwise permitted under in respect of indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the preceding provisions Loan Parties and their respective Subsidiaries; (K) Obligations in respect of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject the Borrower’s Non-Qualified Deferred Compensation Plan to the penultimate paragraph extent of this Section 6.1); provided that, assets of such plan are on the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeBorrower’s balance sheet; and (nL) Debt constituting earn-out obligations, contingent obligations or similar contingent Guarantee obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount Guarantors in respect of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required Borrower permitted pursuant to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence5.02(b)(i)(C).

Debt. No Credit Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incur, or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (a) (i) Obligations under this Agreement and the Obligations other Loan Documents; (ii) Debt of any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the Banking Services Obligationsobligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fiv) Debt arising from the in connection with endorsement of instruments for collection deposit in the ordinary course of business; (gv) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (hxv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a guaranty Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of Debt so long as or in connection with such underlying entity becoming such a Subsidiary, (y) such Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the not guaranteed in any respect by any Borrower or Guarantor (other than by any Subsidiary, so long as (i) the principal amount of such entity that guaranteed such Debt shall not be in excess of at the amount of the unpaid cost of, and shall be incurred only to defer the cost of, time such insurance for the underlying term of such insurance policy, (iientity became a Subsidiary) is otherwise on customary terms, and (iiiz) such Debt in the aggregate principal amount of Debt does not exceed $750,000 at any time outstanding pursuant to this clause (j) shall and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not exceed $5,000,000increased; (kxvi) secured Debt in an aggregate amount not otherwise permitted to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the preceding provisions ordinary course of this Section 6.1 business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (including extensions, refinancings, refundings, replacements and renewals of thereof xx) (A) the Green Remedies Seller Note to the extent subject to the penultimate paragraph of this Section 6.1); provided thatGreen Remedies Seller Note Subordination Agreement, (iB) such Debt is other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the limitations in Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the last paragraph of this Section 6.1 Administrative Agent and (iiC) other unsecured earn-outs owing by Holdings of up to 150% of the Properties encumbered by EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any Lien securing such Debt shall not be Collateral time outstanding the extent subject to a subordination agreement or any Property that is required other subordination arrangement in favor of the Obligations reasonably acceptable to be Collateral under Section 5.6Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (lxxi) unsecured Debt consisting of SBA PPP Loans in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt an aggregate amount not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 1,408,000 at any timetime outstanding; and (nxxii) other unsecured Debt constituting of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements only be issued by Holdings and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is a subordination agreement or other subordination arrangement in an aggregate principal amount not greater than the aggregate principal amount favor of the Debt being renewed or refinanced, plus the amount of any premiums required Obligations reasonably acceptable to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Administrative Agent.

Debt. No Credit Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services ObligationsDebt pursuant to this Agreement; (b) [Reserved]Investments permitted under Section 7.10 that would constitute Debt; (c) intercompany Debt in an aggregate outstanding principal amount not to exceed $5,000,000 incurred by any Credit Party owing to any other Credit Partyin connection with Capital Leases existing as of the Closing Date and set forth on Schedule 7.09; (d) purchase money debt Debt in the form of taxes, assessments, governmental charges or Capital Leases (including extensionslevies and claims for labor, refinancings, refundings, replacements materials and renewals of thereof subject supplies to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1extent that payment therefor shall not be past due; (e) Hedging Arrangements Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted under by Requirements of Law and not giving rise to material adverse tax consequences, and (iii) to the extent permitted by Section 6.157.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (f) all obligations of such Person arising under letters of credit (including standby and commercial); provided, that, prior to the Guarantee Release Date, such Debt arising from may only be incurred by the endorsement of instruments for collection in the ordinary course of businessLoan Parties; (g) [Reserved]Debt of any Person that becomes a Subsidiary after the Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Debt described in this clause (g); provided that (i) prior to the Guarantee Release Date, (A) the Parent shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt and any Debt then being incurred under Section 7.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary or such property and (ii) on and after the Guarantee Release Date, such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 7.09(k), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to such Debt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (h) a guaranty of Debt so long as such underlying incurred in connection with Capital Leases and purchase money Debt is otherwise permitted under this Section 6.1in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; provided provided, that, for prior to the avoidance of doubtGuarantee Release Date, such guaranty shall also Debt may only be subject to incurred by the limitations of such underlying DebtLoan Parties; (i) [Reserved]all Guarantees otherwise permitted by this Agreement, including Guarantees of Debt permitted to be incurred under this Section; provided, that, prior to the Guarantee Release Date, such Guarantees may only be incurred by the Loan Parties; (j) other Debt arising from incurred by the financing of insurance premium of Loan Parties; provided that after giving effect to the Borrower or any Subsidiary, so long as (i) the principal amount incurrence of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) then being incurred under Section 7.09(g)(i), the Parent shall not exceed $5,000,000;be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio; and (k) secured on and after the Guarantee Release Date, other Debt incurred by Subsidiaries that are not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1)Loan Parties; provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the such Debt, when aggregated with all Debt then outstanding or then being renewed or refinancedincurred under Section 7.09(g), plus the amount does not exceed 15% of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable Consolidated Net Tangible Assets after giving effect to the Lenders than those contained in incurrence of such Debt (measured as of the Debt being renewed date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentenceb); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Each Loan Party shallshall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services other than Hedge Obligations); (b) [Reserved]existing Debt described on Schedule 7.1; (c) intercompany purchase money Debt incurred by and Capitalized Lease Obligations not to exceed $2,500,000 in the aggregate at any Credit time outstanding; (i) Debt of any Loan Party owing to any other Credit Loan Party; , (dii) purchase money debt or Capital Leases Debt of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (including extensions, refinancings, refundings, replacements and renewals iii) Debt of thereof subject any Subsidiary that is not a Guarantor owing to the penultimate paragraph of this any Loan Party that is permitted under Section 6.1), subject to the limitations in the last paragraph of this Section 6.17.5; (e) Hedging Arrangements permitted under Section 6.15Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, performance, bid, surety or appeal bonds, performance and completion guarantees and similar obligations, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (f) Debt arising from the endorsement endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) [Reserved]with respect to any Debt permitted to be incurred pursuant to this Section 7.1, guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (h) a guaranty Debt incurred in the ordinary course of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided thatbusiness owed to any Person providing property, for the avoidance of doubtcasualty, such guaranty shall also be subject liability, or other insurance to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of Loan Parties, including to finance insurance premium of the Borrower or any Subsidiarypremiums, so long as (i) the principal amount of such Debt shall is not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000such; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral Hedge Obligations existing or any Property that is required to be Collateral arising under Section 5.6; (l) unsecured Debt in respect of Investments Hedge Agreements permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time7.17; and (nj) other Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating not to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 in the aggregate at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in permit any manner become liableof its Restricted Subsidiaries to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) (i) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $2,000,000 at any time outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (ii) in the Banking Services Obligations;case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Restricted Subsidiary of the Borrower, provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (biii) [Reserved];in the case of the Borrower and its Restricted Subsidiaries, (cA) intercompany Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred by any Credit Party owing to any other Credit Party;solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (dF) purchase money debt Contingent Obligations (1) in respect of obligations of the Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in connection with indemnity programs for employees and or Capital Leases agents, provided, that such Contingent Obligations do not exceed in the aggregate at any time $5,000,000, and (including extensions, refinancings, refundings, replacements 4) in respect of loans and renewals of thereof subject advances made to employees and/or agents pursuant to the penultimate paragraph Commission Advance Program or on account of this Section 6.1errors and omissions insurance coverage programs, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), subject (3) and (4) above plus the aggregate amount of loans and advances made pursuant to the limitations in the last paragraph subsections (ii) and (xi) of this Section 6.1;5.02(f) shall not exceed $6,000,000, (e) Hedging Arrangements permitted under Section 6.15; (fG) Debt arising from the endorsement of instruments for collection under any insurance premium financing arrangement entered into in the ordinary course of business;, and (gH) [Reserved]; other Debt not otherwise prohibited by the terms of the proviso set forth at the end of this Section 5.02(b) and subordinated to Debt incurred hereunder on terms and conditions reasonably satisfactory to the Administrative Agent (h) a guaranty of Debt so long as such underlying Debt is except to the extent otherwise permitted under this by Section 6.18.06); provided thatprovided, for however, that notwithstanding the avoidance provisions of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; subsections (iiii)(A) [Reserved]; through (jiii)(H) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policyabove, (ii) is otherwise on customary terms, and (iiix) the aggregate principal amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is secured by Liens shall not exceed $2,000,000 at any time outstanding pursuant to this clause and (jy) the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 6,000,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)time outstanding.

Debt. No Credit Party shall, nor shall it permit any of Said Borrower and its Subsidiaries to, create, assume, incur, suffer will not incur or at any time be liable with respect to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except that the following (collectivelyshall be permitted, the “Permitted Debt”): (a) without duplication, (i) Debt outstanding under this Agreement and the Obligations and Note, (ii) Debt secured by a Lien pursuant to Section 6.8(iii), (iii) the Banking Services Obligations; Debt set forth on Schedule 6.7 hereto, (biv) [Reserved]; (c) intercompany Debt incurred by and between any Credit Party owing to Borrower and any other Credit Party; Borrower, (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fv) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium by and between any Borrower and any Subsidiary of the Borrower or any SubsidiaryParent which is not a Borrower, so long as provided that at no time shall (iy) the outstanding principal amount of such Debt shall not be in excess of the amount of the unpaid cost ofowing by any such non-Borrower Subsidiary to a Borrower, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, less (ii) is otherwise on customary terms, and (iiiz) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt owing by any Borrower to any such non-Borrower Subsidiary, when aggregated with all other Inter-company Transactions then outstanding, on a net basis, exceed $3,000,000, (vi) Debt of any Foreign Subsidiary, other than as set forth in clause (v) hereof, (vii) Debt permitted under this clause Section 6.12, (mviii) shall Guarantees by any Borrower of any obligation of any other Borrower, to the extent such obligation is not exceed $2,500,000 at any time; and a Debt of the latter which is prohibited hereunder, (nix) Debt constituting earn-out obligationswhich is subordinated in priority of lien (if secured) and right of payment to Debt to the Bank pursuant to a subordination agreement to which the Bank is a party, contingent obligations or similar contingent obligations (x) Debt incurred from financing insurance premiums of the Borrowers and their Subsidiaries, and (xi) other unsecured Debt of any Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount outstanding at any time not greater than the aggregate principal amount to exceed $500,000 of the all such Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, all Borrowers in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, guarantee or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt except (other than the following with respect to Parent in subsections (collectivelyb), the “Permitted Debt”(c) and (e)- (m) below): (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]Debt secured by Liens permitted by Section 10.2.2(d) (Liens); provided, that the aggregate amount of all such Debt at any time outstanding shall not exceed $175,000,000 at any time thereafter; (c) intercompany unsecured Debt incurred by of any Credit Loan Party owing (other than Parent) to any other Credit Loan Party (other than Parent) or to any other Wholly-Owned Subsidiary other than a Loan Party; provided, that, in each case, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Security Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) the obligations under such demand note shall be subordinated to the Obligations of Borrowers and the other Loan Parties hereunder and under the other Loan Documents in a manner and on terms reasonably satisfactory to Agent; (d) purchase money debt (i) solely in the case of Parent and only for so long as the Subordination Agreement remains in effect, the Sponsor Debt in a principal amount at any time outstanding not to exceed $15,000,000, less any principal payments made thereon after the Closing Date and (ii) so long as, at the time of incurrence thereof, no Default or Capital Leases (including extensionsEvent of Default then exists or would result therefrom, refinancingsany other unsecured Subordinated Debt in an amount at any time outstanding not to exceed $10,000,000, refundingsin aggregate and, replacements and renewals of thereof subject to in the penultimate paragraph case of this Section 6.1clause (ii), subject to any extension, renewal or refinancing thereof so long as each of the limitations in the last paragraph of this Section 6.1applicable Refinancing Conditions are satisfied; (e) Obligations under Hedging Arrangements permitted under Section 6.15Agreements approved by Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt arising existing on December 31, 2010 (less payments made from such date through and including the endorsement Closing Date and excluding Debt to be Repaid) described on Schedule 10.2.1(f) (Existing Debt) and any extension, renewal or refinancing thereof so long as each of instruments for collection in the ordinary course of businessapplicable Refinancing Conditions are satisfied; (g) [Reserved]the Debt to be Repaid existing on the Closing Date and set forth on Schedule 10.2.1(g) (Debt to be Repaid) (so long as such Debt is repaid on the Closing Date); (h) a guaranty unsecured Contingent Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Ordinary Course of Business); (i) up to $5,000,000 at any time outstanding of secured Acquired Debt of the type permitted pursuant to clause (b) of this Section 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as such underlying each of the applicable Refinancing Conditions are satisfied; (j) Contingent Obligations constituting (and all cases subject to the restrictions and limitations with respect to, but without duplication of liabilities in terms of contingent obligations guaranteeing previously included primary obligations for) Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).10.2.1

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following Parent Guarantor) and its Subsidiaries, (collectivelyA) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the “Permitted Debt”):JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (aF) (i) with respect to the Obligations and (ii) the Banking Services ObligationsBorrower or any Subsidiary that does not own a Borrowing Base Asset only, Recourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (biv) [Reserved]Recourse Debt of the Borrower and/or Property-Level Subsidiaries of the Borrower (exclusive of any Subsidiary that owns a Borrowing Base Asset) and the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (cv) intercompany in the case of the Parent Guarantor and the Borrower, Debt incurred by any Credit Party owing to any other Credit Partyunder Customary Carve-Out Agreements; (dvi) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject with respect to the penultimate paragraph Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1Agreement; (evii) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;; and (gviii) [Reserved]; (h) a guaranty of any other Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject not to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be exceed $5,000,000 in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall in respect of all Loan Parties and which is not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or on any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Borrowing Base Asset.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following Parent Guarantor) and its Subsidiaries, (collectivelyA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the “Permitted Debt”):JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (aF) (i) the Obligations and (ii) the Banking Services ObligationsRecourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (biv) [Reserved]Recourse Debt of the Borrower and/or Property-Level Subsidiaries of the Borrower and the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vii), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (cv) intercompany in the case of the Parent Guarantor and the Borrower, Debt incurred by any Credit Party owing to any other Credit Partyunder Customary Carve-Out Agreements; (dvi) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals endorsements of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;; and (gvii) [Reserved]; (h) a guaranty of any other Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject not to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be exceed $5,000,000 in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall in respect of all Loan Parties and which is not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or on any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Borrowing Base Asset.

Debt. No Credit Party shallGroup will not create, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and Covered Facilities; provided that all New Facilities will be subject to the approval procedures specified in Section 2.4 of the Intercreditor Agreement, (ii) the Banking Services Obligations;Designated Capital Markets Transactions, (biii) [Reserved];Debt secured by Liens permitted by Section 2.6(a)(v) not to exceed in the aggregate $5,000,000 at any time outstanding, (civ) intercompany Debt incurred by Capitalized Leases not to exceed in the aggregate $15,000,000 at any Credit Party owing to any other Credit Party;time outstanding, (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fv) Debt arising from the endorsement in respect of instruments for collection Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (vi) Debt owing by any U.S. Credit Party to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party by) any other U.S. Credit Party, (x) which Debt shall constitute Pledged Debt and (y) any promissory notes evidencing such Pledged Debt shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vii) Debt owing by any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Foreign Subsidiary by) any U.S. Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (vii), which Debt, in the case of any Foreign Credit Party, (x) shall constitute Pledged Debt and (y) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (gviii) [Reserved]Debt owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party or any Foreign Subsidiary by) any Excluded Foreign Subsidiary; (hix) Debt owing by any Foreign Credit Party to (or Contingent Obligations made in respect of the obligations of any Foreign Credit Party by) another Foreign Credit Party, provided that (A) no such Debt can be incurred after the occurrence and during the continuance of a guaranty of Debt so long as Default, (B) such underlying Debt is otherwise permitted in compliance with Schedule III hereto, (C) such Debt shall constitute Pledged Debt and (D) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under this Section 6.1; provided that, applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the avoidance Obligations of doubt, the holder thereof under the Loan Documents to which such guaranty shall also be subject holder is a party and delivered to the limitations Collateral Trustee pursuant to the terms of such underlying Debtthe Collateral Documents; (ix) [Reserved]Debt owing by any Excluded Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Excluded Foreign Subsidiary by) any Foreign Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (x) and (A) which Debt shall constitute Pledged Debt and (B) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (jxi) Debt arising from consisting of Contingent Obligations pursuant to which a U.S. Credit Party guarantees operating lease obligations of Foreign Subsidiaries, not to exceed in the financing aggregate $5,000,000 during any Fiscal Year; (xii) Debt of insurance premium any Person that becomes a Subsidiary of Group after the date hereof in accordance with the terms of Section 2.6(e)(x) which Debt is existing at the time such Person becomes a Subsidiary of Group (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (and using for this purpose "Total Bank Outstandings" rather than "Indebtedness for Borrowed Money" in such calculation) as if such Debt had been incurred immediately prior to the beginning of the Borrower most recent period of four consecutive Fiscal Quarters for which financial statements have been delivered hereunder, will not have increased; (xiii) Debt in respect of the Securitization Facility; (xiv) Debt existing on the date hereof and described on Schedule 2.6(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt (which, in the case of Debt consisting of guarantees of operating lease obligations, shall include guarantees of any Subsidiaryreplacement leases, so long provided that the Contingent Obligation under such guarantees may not increase as a result thereof), provided that the (iA) terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B) principal amount of such Debt shall not be in excess of increased above the principal amount of the unpaid cost ofthereof outstanding immediately prior to such extension, refunding or refinancing, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, direct and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt contingent obligors therefor shall not be Collateral changed as a result of or any Property that is required in connection with such extension, refunding or refinancing and (C) terms relating to be Collateral under Section 5.6; principal amount, amortization, maturity, collateral (l) unsecured Debt in respect of Investments permitted by Section 6.3(dif any), Section 6.3(e) subordination (if any), and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions other material terms taken as a whole, of this Section 6.1 (including extensionsany such extending, refinancingsrefunding or refinancing Debt, refundingsand of any agreement entered into and of any instrument issued in connection therewith, replacements and renewals of thereof subject are no less favorable in any material respect to the penultimate paragraph of this Section 6.1); provided that, Loan Parties or the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater Lender Parties than the aggregate principal amount terms of any agreement or instrument governing the Debt being renewed or refinancedextended, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed refunded or refinanced and (B) the covenantsinterest rate applicable to any such extending, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in refunding or refinancing Debt does not exceed the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinancethen applicable market interest rate; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).and

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, in each case incurred in the ordinary course of business and consistent with prudent business practice, and (B) Debt owed to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the Borrower under the Loan Documents on terms reasonably acceptable to the Administrative Agent and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement. (ii) in the Banking Services Obligationscase of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (bB) [Reserved]So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (cC) intercompany Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt incurred by any Credit of the Loan Party owing to any other Credit Partyof the type described in clause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (dD) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals Debt of thereof subject to any Person that becomes a Subsidiary of the penultimate paragraph Borrower after the date hereof in accordance with the terms of this Section 6.1), subject to the limitations 5.02(f) which Debt does not exceed $10,000,000 in the last paragraph aggregate and is existing at the time such Person becomes a Subsidiary of this Section 6.1the Borrower; (eE) Hedging Arrangements So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under Section 6.15this clause (E) in the event that a Default has occurred and is continuing; (fF) the Surviving Debt, and any Debt arising from extending the endorsement maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gI) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n)letters of credit in an aggregate amount not to exceed $2,000,000 at any time outstanding; (mJ) unsecured Debt not otherwise permitted under in respect of indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements Loan Parties and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timetheir respective Subsidiaries; and (nK) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations Obligations in respect of the Borrower or any Subsidiary arising from or relating Borrower’s Non-Qualified Deferred Compensation Plan to the Closing Date Acquisition or a Permitted Acquisition; provided that, extent of assets of such plan are on the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Borrower’s balance sheet.

Debt. No Credit Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services ObligationsDebt pursuant to this Agreement; (b) [Reserved]Investments permitted under Section 7.10 that would constitute Debt; (c) reserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany Debt incurred note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (iii) any Credit Subsidiary that is not a Loan Party owing to any other Credit Party; Subsidiary that is not a Loan Party and (div) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this extent permitted by Section 6.1)7.10, subject any Subsidiary that is not a Loan Party owing to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15a Loan Party; (f) Debt all obligations of such Person arising from the endorsement under letters of instruments for collection in the ordinary course of businesscredit (including standby and commercial); (g) [Reserved]Debt of any Person that becomes a Subsidiary after the date hereof, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $15,000,000; (h) a guaranty of Debt so long as such underlying incurred in connection with Capital Leases and purchase money Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject in an aggregate outstanding principal amount not to the limitations of such underlying Debtexceed $25,000,000 at any time; (i) [Reserved]all Guarantees otherwise permitted by this Agreement; (j) other Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the in an aggregate outstanding principal amount of such Debt shall not be in excess of the amount of the unpaid cost ofthat, and shall be incurred only when added to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to under this clause (j) shall ), does not exceed $5,000,000;15% of Consolidated Net Tangible Assets; and (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject prior to the limitations in Borrower obtaining either (A) a BBB- rating or higher from S&P or (B) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred by any Loan Party, so long as the last paragraph Consolidated Leverage Ratio, on a pro forma basis after giving effect to the incurrence of this Section 6.1 such Debt, does not exceed 3.50 to 1.00; and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of after the Borrower obtains either (x) a BBB- rating or any Subsidiary arising higher from S&P or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt createdincurred by any Loan Party, assumedso long as the Borrower shall be in compliance, incurredon a pro forma basis, or in any other manner arising during with the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject Consolidated Leverage Ratio after giving effect to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess incurrence of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)such Debt.

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries other Loan Party to, incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) Notes or other Indebtedness arising under the Banking Services ObligationsLoan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) [Reserved]accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) intercompany Debt incurred by under Capital Leases not to exceed $15,000,000 in the aggregate at any Credit Party owing to any other Credit Partyone time outstanding; (d) purchase money debt Debt associated with bonds or Capital Leases (including extensions, refinancings, refundings, replacements surety obligations required by Governmental Requirements in connection with the operation of the Oil and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1Gas Properties; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement endorsements of negotiable instruments for collection in the ordinary course of business; (f) Permitted Second Lien Debt of the Borrower not to exceed $200,000,000 and guarantees thereof by any Loan Party, in each case, subject to the Intercreditor Agreement; (g) [Reserved]Debt under Permitted Senior Unsecured Notes and guarantees thereof by any Loan Party; (h) a guaranty of other Debt so long as such underlying Debt is otherwise permitted under this Section 6.1not to exceed $15,000,000 in the aggregate at any one time outstanding; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt;and (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only a Guarantor to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Guarantor.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toThe Borrower will not incur, create, assume, incur, suffer or permit to exist, or in and will not permit any manner become liableSubsidiary to incur, directlycreate, indirectlyassume, or contingently in respect ofpermit to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) (i) Debt to the Obligations Lenders and (ii) the Banking Services ObligationsIssuing Bank pursuant to the Loan Documents; (b) [Reserved]Debt listed on Schedule 9.1; (c) intercompany unsecured Debt incurred owed by a Guarantor to another Guarantor evidenced by a promissory note which is issued to satisfy any Credit Party owing applicable state regulatory requirement for the issuance of a license for consumer loan activity, such promissory note being pledged to any other Credit Partyand held by the Agent as Collateral; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals Guarantee by the Borrower of thereof subject to the penultimate paragraph real estate lease obligations of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1a Guarantor; (e) Hedging Arrangements permitted under Section 6.15subordinated Debt which is fully subordinated to the Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or would result from such payment, the maturity date of such Debt shall be later than the later of (i) the Revolving Credit Termination Date or (ii) the Term Loan Termination Date, and other terms and conditions and pursuant to documentation, all in form and substance satisfactory to the Agent and the Required Lenders; (f) Debt arising from the endorsement consisting of instruments for collection in the ordinary course of businessCSO LCs; (g) [Reserved]Guarantees of the Debt permitted in clause (f) above; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for assumed by the avoidance of doubt, such guaranty shall also be subject Borrower or any Subsidiary in connection with Permitted Acquisitions in an aggregate amount not to the limitations of such underlying Debtexceed $5,000,000 at any one time outstanding; (i) [Reserved]purchase money Debt which in each case shall not exceed 100% of the lesser of the total purchase price and the fair market value of such acquired asset as determined at the time of acquisition; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered Guarantees by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from of real estate lease obligations of an employee or relating to the Closing Date Acquisition agent of Borrower or a Permitted AcquisitionGuarantor; provided that, the aggregate outstanding principal amount of and (k) Debt permitted under this clause (nother than Debt described in clauses (a) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements through and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of to exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in 2,000,000.00 at any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)one time outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and the Elk Letters of Credit, (B) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the Banking Services Obligations;aggregate during the term of this Agreement, (bC) [Reserved];So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (cD) intercompany The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred by as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any Credit Party increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to any other Credit Party;G-I Holdings or BMCA Holdings, (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fG) Debt arising from the endorsement consisting of surety bonds or similar instruments for collection in favor of government agencies in connection with workers’ compensation liabilities, taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business;, (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (jH) Debt arising from of any entity acquired by BMCA or its Subsidiaries in accordance with the financing of insurance premium of the Borrower or any Subsidiary, terms hereof so long as (i) the principal amount of such Debt shall was incurred prior to such acquisition (and not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost connection with or contemplation of, such insurance for the underlying term of such insurance policyacquisition), (ii) is otherwise on customary termsboth before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) the aggregate principal amount of such Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000;has no additional direct, indirect or contingent obligor, (kI) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals any Loan Party consisting of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt Contingent Obligations in respect of Investments Debt of other Loan Parties, so long as such other Loan Parties are permitted by Section 6.3(dto incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), Section 6.3(eand (2) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the preceding provisions of this Section 6.1 5.04 (including extensions, refinancings, refundings, replacements and renewals such compliance to be determined on the basis of thereof subject the required financial information most recently delivered to the penultimate paragraph of this Section 6.1); provided that, Administrative Agent and the aggregate outstanding principal amount of Lenders as though such Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations had been incurred as of the Borrower or first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Subsidiary arising from or relating Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the aggregate principal amount Amortization Basket, and (K) At any time prior to the thirtieth Business Day after the date of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided thatMerger, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Elk Private Notes.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following Parent Guarantor) and its Subsidiaries, (collectivelyA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the “Permitted Debt”):JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04. (av) (i) in the Obligations case of the Parent Guarantor and (ii) the Banking Services ObligationsBorrower, Debt consisting of Customary Carve-Out Agreements; (bvi) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals endorsements of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gvii) [Reserved]; recourse secured Debt, provided that such Debt (hA) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject not recourse to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower any Subsidiary Guarantor that owns any Borrowing Base Asset or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policydirect or indirect Equity Interest therein, (iiB) is otherwise not secured by any Lien on customary termsany Borrowing Base Asset, and (iiiC) shall not exceed in the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions 10% of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeTotal Asset Value; and (nviii) unsecured Debt constituting earn-out obligations, contingent obligations or similar contingent obligations the incurrence of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or which would not result in a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted Default under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)5.04.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject owed to the penultimate paragraph Parent Guarantor or to a Subsidiary of this Section 6.1), subject to the limitations Parent Guarantor incurred in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection connection with cash management operations in the ordinary course of business; (gii) [Reserved]Debt outstanding on the date hereof and identified as "Not To Be Refinanced" on Schedule 4.01(y); (hiii) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject owed to the limitations Borrower or to a wholly owned Subsidiary of such underlying Debtthe Borrower; (iiv) [Reserved]Debt under the Loan Documents; (jv) Capitalized Leases and Debt arising from incurred or assumed for the purpose of financing of insurance premium all or a part of the Borrower cost of acquiring or constructing any Subsidiaryfixed or capital asset, so long as (i) the principal amount of such Debt shall not be to exceed in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt $50,000,000 at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000outstanding; (kvi) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph case of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Parent Guarantor, Debt in respect of Investments the Guaranteed Senior Debt, the Retained Marriott Bonds, the ▇▇▇▇▇, the indenture in respect of the ▇▇▇▇▇, as the same may be amended from time to time, and the ▇▇▇▇▇ Allocation Agreement; (vii) Debt incurred to finance capital assets for specific clients in the ordinary course of business in connection with management contracts with such clients; (viii) Debt in respect of obligations secured by Liens permitted by under Section 6.3(d), Section 6.3(e) and Section 6.3(n5.02(a)(viii); (mix) unsecured Debt in respect of Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Parent Guarantor and its Subsidiaries arising from the operations and financing of the Parent Guarantor and its Subsidiaries and not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timefor speculative purposes; and (nx) other Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt not permitted under this clause clauses (ni) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted through (ix) above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount outstanding at any time not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)15,000,000.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt evidenced by this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]Debt incurred by any Loan Party; provided that at the time of incurrence of such Debt and after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence; provided, further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (c) intercompany Debt in the form of deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments, earnouts, non-competition agreements and other contingent arrangements) or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred by in connection with any Credit Party owing to any acquisition or other Credit PartyInvestment permitted under this Agreement; (d) purchase money debt or Capital Leases Debt of (including extensionsi) any Loan Party to any other Loan Party, refinancings(ii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (iii) any Subsidiary that is not a Loan Party to a Loan Party; provided, refundings, replacements that the Loan Parties shall cause any Debt incurred pursuant to this clause (d) and renewals of thereof subject owed to any Subsidiary that is not a Loan Party to be subordinated to the penultimate paragraph of this Section 6.1), subject Loans pursuant to the limitations in the last paragraph of this Section 6.1Global Intercompany Note; (e) Hedging Arrangements permitted under Section 6.15Debt and obligations in respect of self-insurance and obligations in respect of bids, tenders, trade contracts (other than for payment of Debt), leases (other than Capitalized Lease Obligations), public or statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature and similar obligations or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (f) Debt arising in connection with customary cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, and cash pooling arrangements among the Borrower or one or more Subsidiaries of the Borrower and a financial institution (or an in-house bank) and Debt rising from the endorsement honoring by a bank or financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (g) [Reserved]guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and Subsidiaries; (h) Debt of a guaranty Loan Party or any Subsidiaries under (A) any Cash Management Agreement in the ordinary course of Debt business or (B) any Hedging Agreement so long as such underlying Debt is otherwise permitted under Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; provided, solely in respect of this Section 6.1; provided thatclause (h)(ii), for the avoidance of doubt, such guaranty shall also be subject to the limitations extent and owed to any Subsidiary that is not a Loan Party, the payment of such underlying Debtany obligations in respect thereof shall be subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Agent; (i) [Reserved]Debt outstanding (or, in the case of a revolving facility, committed) on the Closing Date and (other than in the case of intercompany Debt) described in Schedule 6.1 hereof and Refinancing Debt in respect thereof; (j) Debt arising from incurred in the financing ordinary course of insurance premium of the Borrower business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party or Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under incurred in the preceding provisions ordinary course of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject business with respect to the penultimate paragraph financing of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6insurance premiums; (l) unsecured Debt customary obligations of a general partner, manager or member of a Fund in respect of Investments subscription credit facilities or similar credit facilities of such Fund relating to Liens granted as permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n6.2(h); (m) unsecured other Debt not otherwise permitted under the preceding provisions of this Section 6.1 Subsidiaries (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (mother than any Loan Party) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not to exceed, at the time of incurrence of such other Debt, the greater than of (i) $25,000,000 and (ii) 30% of Consolidated Adjusted EBITDA for the aggregate principal amount most recent four fiscal quarter period with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b), so long as after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the Debt being renewed or refinanced, plus the amount time of incurrence of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the such other Debt; (n) other Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate amount outstanding amount at any time not in excess of $10,000,000 10,000,000; (including extensionso) guaranties by Loan Parties and Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (p) guaranties by the Borrower of Debt of a Guarantor or guaranties by a Guarantor of Debt of the Borrower with respect to, refinancingsin each case, refundingsto Debt otherwise permitted pursuant to this Section 6.1; provided, replacements and renewals that if the Debt that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (q) Purchase Money Debt; (r) Debt in respect of thereof letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business or consistent with past practice, in each case, in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims; and (s) Debt assumed after the Closing Date in connection with any Permitted Acquisition (or similar Investment permitted hereunder); provided that (A) the only obligors with respect to any Debt assumed pursuant to this clause (i) shall be those Persons who were obligors of such Debt prior to such Permitted Acquisition or Investment (or in the case of a purchase of assets not constituting Equity Interests, the purchaser of such assets), (B) such Debt was not created in contemplation of such Permitted Acquisition or Investment, (C) to the extent such Debt is secured by a Lien on any assets or property of the Borrower or any of its Subsidiaries, it shall be subject to the foregoing sentence); any applicable limitations set forth in Section 6.2(u) and (zD) Debt createdafter giving pro forma effect thereto, assumed, incurred, or the Borrower would be in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)compliance with Section 6.13.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Term Loan Facility and the Elk Letters of Credit, (B) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the eighth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the Banking Services Obligations;aggregate during the term of this Agreement, (bC) [Reserved];So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility, the Revolving Credit Facility or the Senior Notes Indenture, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (cD) intercompany The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred by as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any Credit Party increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the eighth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to any other Credit Party;G-I Holdings or BMCA Holdings, (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fG) Debt arising from the endorsement consisting of surety bonds or similar instruments for collection in favor of government agencies in connection with workers’ compensation liabilities, taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business;, (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (jH) Debt arising from of any entity acquired by BMCA or its Subsidiaries in accordance with the financing of insurance premium of the Borrower or any Subsidiary, terms hereof so long as (i) the principal amount of such Debt shall was incurred prior to such acquisition (and not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost connection with or contemplation of, such insurance for the underlying term of such insurance policyacquisition), (ii) is otherwise on customary termsboth before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) the aggregate principal amount of such Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000;has no additional direct, indirect or contingent obligor, (kI) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals any Loan Party consisting of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt Contingent Obligations in respect of Investments Debt of other Loan Parties, so long as such other Loan Parties are permitted by Section 6.3(dto incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), Section 6.3(eand (2) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the preceding provisions of this Section 6.1 5.04 (including extensions, refinancings, refundings, replacements and renewals such compliance to be determined on the basis of thereof subject the required financial information most recently delivered to the penultimate paragraph of this Section 6.1); provided that, Administrative Agent and the aggregate outstanding principal amount of Lenders as though such Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations had been incurred as of the Borrower or first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Subsidiary arising from or relating Liens securing such Debt, which Liens shall be ranked junior to the Closing Date Acquisition or a Permitted Acquisition; provided thatLiens securing the Bridge Loan Facility), the aggregate outstanding provided, however, that there are no scheduled amortization payments of principal amount in respect of such Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensionsprior to December 31, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is 2015 in an aggregate principal amount not in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the aggregate principal amount Amortization Basket, and (K) At any time prior to the thirtieth Business Day after the date of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided thatMerger, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Elk Private Notes.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]the SVB Indebtedness or any Equivalent Credit Line; provided that the aggregate amount of all such SVB Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $2,000,000; (c) intercompany Debt incurred secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any Credit Party owing to any other Credit Partytime outstanding shall not exceed $1,000,000; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1not for speculation; (e) Hedging Arrangements Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted under Section 6.15hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (f) Debt arising from the endorsement with respect to cash management obligations and other Debt in respect of instruments for collection automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (g) [Reserved]Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a guaranty of Debt different lender) thereof so long as such underlying Debt the principal amount thereof is otherwise permitted under this Section 6.1not increased; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt;and (i) [Reserved]; unsecured Debt (j) Debt arising from which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the financing ordinary course of insurance premium of the Borrower or any Subsidiarybusiness), so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject addition to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 listed above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of at any time exceeding $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)250,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and Loan Documents; (ii) Debt existing on the Banking Services ObligationsClosing Date and described on Schedule 5.02(b) hereto; (biii) [Reserved]Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (civ) intercompany Debt incurred by any Credit Party of (A) the Borrower owing to any other Credit Loan Party, and (B) any of the Subsidiaries owing to the Borrower or any other Loan Party to the extent permitted under Section 5.02(f)(viii); (dv) purchase money debt or Capital Leases Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph vi) of this Section 6.15.02(b), subject to $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the limitations in date of this Agreement which, when aggregated with the last paragraph principal amount of all Debt incurred under clause (v) of this Section 6.15.02(b), do not exceed $50,000,000 at any time outstanding; (evii) Hedging Arrangements Contingent Obligations of (A) the Borrower guaranteeing all or any portion of the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under Section 6.15the terms of the Loan Documents; (fviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gx) [Reserved]Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (hxi) a guaranty Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt so long as such underlying Debt is or Redeemable Preferred Interests not otherwise permitted under this Section 6.1; 5.02(b), provided that, for that the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium aggregate amount of the Borrower or any Subsidiary, so long as (i) the outstanding principal amount of such unsecured Subordinated Debt shall not be in excess of and the maximum amount of the unpaid cost purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); (xiii) Debt extending the maturity of, and shall be or refunding, refinancing or replacing, in whole or in part, any Debt incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, under clause (ii) is otherwise on customary termsof this Section 5.02(b); provided, and however, that (iiiA) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensionssuch extended, refinancingsrefunding, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such refinancing or replacement Debt shall not be Collateral increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or any Property that is required to replacement, (B) the direct and contingent obligors therefor shall not be Collateral under Section 5.6; changed as a result of or in connection with such extension, refunding, refinancing or replacement, (lC) unsecured such extended, refunding, refinancing or replacement Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt shall not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject mature prior to the penultimate paragraph stated maturity date or mandatory redemption date of this Section 6.1); provided thatthe Debt being so extended, refunded, refinanced or replaced, and (D) if the aggregate outstanding principal amount Debt being so extended, refunded, refinanced or replaced is subordinated in right of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations payment or similar contingent obligations otherwise to the Obligations of the Borrower or any Subsidiary arising from of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or relating replacement Debt shall be subordinated to such Obligations to at least the Closing Date Acquisition same extent; and (xiv) Debt comprised of guarantees given by the Borrower or a Permitted Acquisition; provided thatany of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate outstanding principal amount of Debt permitted all Investments made under this clause (nSection 5.02(f)(ix) hereof, shall not exceed $2,500,000 30,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, The Borrower will not create, assume, incur, assume or suffer to exist, or in permit any manner become liableSubsidiary to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”):following: (a) (i) Debt under the Obligations and (ii) the Banking Services ObligationsCredit Documents; (b) [Reserved]Debt existing on the date of this Agreement and described in Schedule 6.02, including renewals and refinancings of such Debt, so long as the principal amount thereof is not increased; (c) intercompany Debt incurred under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in respect of any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by any Credit Party owing the Security Documents, but only, with respect to any other Credit Partyeach such Bank, if and so long as such Bank remains a Bank); (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals Debt in respect of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (je) Debt arising from the financing of insurance premium of between the Borrower and any Subsidiary or any Subsidiarybetween Subsidiaries, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, that (i) such Debt is subject to noted on the limitations in books and records of the last paragraph of this Section 6.1 Borrower and its Subsidiaries and (ii) in the Properties encumbered case of any Debt owed by any Lien securing the Borrower, such Debt shall not be Collateral or any Property that is required subordinated to be Collateral the Obligations of the Borrower under Section 5.6the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole discretion; (lf) unsecured Debt in respect of Investments Capital Leases not exceeding $3,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) Debt secured by Liens permitted by Section 6.3(d6.01(d), Section 6.3(e) and Section 6.3(n)not exceeding $2,000,000 in aggregate principal amount at any time outstanding; (mh) unsecured at any time following the termination of the Revolver B Commitments, termination of all Letters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other amounts payable in respect of the Revolver B Advances, Debt of the Borrower or its Subsidiaries in respect of letter-of-credit facilities not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, exceeding $10,000,000 in the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timetime outstanding; and (ni) Debt constituting earn-out obligationsin addition to that described above, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed exceeding $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above 3,000,000 in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of at any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in permit any manner become liableof its Restricted Subsidiaries to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) Debt under the Loan Documents; (b) (i) the Obligations 2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provide that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,250,000,000, (ii) the Banking Services Obligations; 2024 Senior Notes and the 2024 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(ii) shall not exceed $1,750,000,000, (biii) [Reserved]the 2025 Senior Notes and the 2025 Senior Notes Guarantees and, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,500,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) intercompany Debt incurred by any Credit Party owing of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to any other Credit Partytime after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes in the ordinary course of business (including, without limitation, with respect to the term and purpose thereof); (d) purchase money debt or Capital Leases Debt of (including extensionsA) the Borrower owing to any Restricted Subsidiary, refinancings, refundings, replacements and renewals (B) any of thereof subject the Restricted Subsidiaries owing to the penultimate paragraph of this Section 6.1)Borrower or any other Restricted Subsidiary; provided that with respect to any loan or advance by a Loan Party, subject (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the limitations in the last paragraph of this Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 6.17.6; (e) Hedging Arrangements Debt incurred and secured by Liens expressly permitted under Section 6.157.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f) shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (f) Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt arising from at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (i) Debt in an aggregate amount not to exceed $250,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gj) [Reserved]Debt comprised of indemnities given by the Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Restricted Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (hk) a guaranty Debt comprised of Debt so long as such underlying Debt is liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise permitted under this disposed of pursuant to Section 6.17.5(c) or (f); provided thatthat such liabilities or other obligations were not created or incurred in contemplation of the related sale, for the avoidance of doubtlease, such guaranty shall also be subject to the limitations of such underlying Debttransfer or other disposition; (il) [Reserved]secured and unsecured Debt of Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed $1,000,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Restricted Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management, financial services and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Restricted Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt arising from of any Person that is assumed by the financing Borrower or any of insurance premium its Restricted Subsidiaries in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the Borrower and the Restricted Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16; and (q) Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any Subsidiaryof its Restricted Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public, regulatory or statutory obligations or payment of customs duties in connection with the importation of goods. (r) Permitted Other Debt and any Permitted Refinancing thereof; (s) Debt (other than Debt for borrowed money) incurred by the Borrower or any of its Restricted Subsidiaries supported by any Specified Letter of Credit and any Permitted Refinancing thereof; provided that on a Pro Forma Basis, on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Restricted Company under a letter of credit facility in an aggregate amount not to exceed $250,000,000 at any time outstanding; (w) NMTC Indebtedness, so long as (i) the principal amount of such Debt shall not Borrower and the Restricted Subsidiaries will be in excess of compliance on a Pro Forma Basis with the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this covenant set forth in Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time7.16; and (nx) Debt constituting earnall premiums (if any), interest (including post-out obligationspetition interest), fees, expenses, charges and additional or contingent interest on obligations or similar contingent obligations described in clauses (a) through (w) above. For purposes of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in determining compliance with this Section 6.1 shall be subject to the following conditions: 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any such refinancing Debt is portion thereof) described in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinancedSections 7.2(a) through (w) but may be permitted in part under any relevant combination thereof (and subject to compliance, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and where relevant, with Section 7.1), (B) in the covenantsevent that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), events the Borrower may, in its sole discretion, classify or divide such item of default, subordination Debt (or any portion thereof) in any manner that complies with this Section 7.2 and other provisions thereof will be entitled to only include the amount and type of such item of Debt (including or any guarantees portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall bebe treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, in the aggregate, no less favorable that all Debt outstanding under this Agreement shall at all times be deemed to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under have been incurred pursuant to clause (ja) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)this Section 7.2.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, createIncur, assume, incur, suffer to exist, guarantee or in any manner otherwise become liable, directly, indirectly, or contingently in remain directly or indirectly liable with respect ofto, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except for: (a) Debt incurred or created hereunder and under the other Loan Documents (i) the Obligations and (ii) the Banking Services Obligationsincluding Debt created under Section 2.09); (b) [Reserved]Debt outstanding on (or made pursuant to binding commitments existing on) the Effective Date as set forth on Schedule 6.01(b) and Permitted Refinancings thereof; (c) intercompany (i) Debt incurred or assumed by the Company or any Credit Party owing of the Restricted Subsidiaries for the purpose of financing (except with respect to the equipment and fixed assets set forth on Schedule 6.01(c), within 180 days of the applicable acquisition, lease, construction or improvement) all or any other Credit Partypart of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of Debt incurred pursuant to this paragraph (c) shall not exceed $125,000,000; (d) purchase money debt or Capital Leases intercompany Debt among the Company and its Subsidiaries; provided that (including extensions, refinancings, refundings, replacements x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and renewals of thereof subject delivered to the penultimate paragraph Administrative Agent as additional security for the Obligations, together with an appropriate allonge or note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of this Section 6.1payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), subject to the limitations in the last paragraph of this Section 6.1(r) or (t); (e) Hedging Arrangements permitted under Section 6.15Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $150,000,000; (f) Debt arising from consisting of (i) the endorsement financing of instruments for collection insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Permitted Acquisition, (y) both immediately prior and after giving effect to any Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) [Reserved]the Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Permitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, severance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a guaranty Permitted Acquisition or any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) Debt in respect of credit card processing agreements, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts and in the ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt so long as such underlying of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.16.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that, that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such guaranty shall also be subject Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the limitations Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such underlying bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) to the extent such Debt is subordinated, the terms of such Debt provide for customary payment or lien subordination, as applicable, to the Obligations as reasonably determined by the Administrative Agent in good faith; (vi) which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt is secured: (1) prior to the Fixed Asset Release Event, to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Collateral, the Lien on such Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (i3) [Reserved]if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (I) in connection with any Debt (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or (II) in connection with any Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Fixed Asset Facility; (j4) Debt arising from prior to the financing of insurance premium of the Borrower or any SubsidiaryFixed Asset Release Event, so long as (i) the principal amount of such Debt shall not be in excess secured by any Intellectual Property or by the Equity Interests of any Subsidiary the amount assets of which are comprised primarily of Intellectual Property; provided that if after the unpaid cost ofFixed Asset Release Event such Debt is secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, and the Obligations shall be incurred only secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to defer the cost of, Lien on such insurance for the underlying term of Intellectual Property and Equity Interests securing such insurance policy, Debt; and (ii) is otherwise on customary terms, and (iii5) the aggregate principal amount of all such secured Debt shall not exceed the greater of (A) $2,000,000,000 at any time outstanding pursuant and (B) an amount such that after giving pro forma effect to this clause (j) shall not exceed $5,000,000;the incurrence of such Debt, the Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (kC) secured Debt not otherwise permitted under may be guaranteed on a like basis by the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeother Loan Parties; and (nvii) such Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not to exceed the greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of (A) $5,000,000,000 at any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced time outstanding and (B) an amount such that after giving pro forma effect to the covenantsincurrence of such Debt, events the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of defaultPermitted Convertible Notes issued by Rivian Parent, subordination and in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (including y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any guarantees thereof) shall bemandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment case of any specific requirement customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in Section 6.1 abovethe applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, including taken as a whole, than the specific requirements under clause covenants and events of default set forth in this Agreement (jas determined by the Company in good faith), except for (x) above. Notwithstanding anything herein provisions applicable only to periods after the contrary, Debt permitted under clause (d) Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (k) is further limited to (y) Debt created, assumed, incurred, or in provisions related to any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess equity provisions of $10,000,000 such Permitted Convertible Notes; (including extensions, refinancings, refundings, replacements and renewals of thereof subject v) to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).extent such Permitted Convertibl

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, issue, assume or suffer to existexist any Debt, other than: (i) Debt under the Credit Documents; (ii) Debt of any Loan Party or any Restricted Subsidiary of the Borrower owing to any other Loan Party or any other Restricted Subsidiary of the Borrower; provided, that (a) any Debt of any Loan Party owing to any non-Loan Party shall be (x) subject to the Intercompany Subordination Agreement and (y) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements and (b) Debt of any manner become liablePerson owing to API incurred in reliance on this clause (ii), directlywhen aggregated with Debt of any API Excluded Subsidiary owing to API incurred in reliance on Section 7.02(f)(iii)(x), indirectlyshall not exceed $10,000,000; (iii) (x) Debt of any API Excluded Subsidiary owing to any Loan Party or any Restricted Subsidiary of the Borrower not to exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided that, in the case of this clause (x), Debt of any API Excluded Subsidiary owing to API, when aggregated with Debt of any Person owing to API incurred in reliance on Section 7.02(f)(ii), shall not exceed $10,000,000 (y) Debt of any Loan Party or contingently any Restricted Subsidiary of the Borrower owing to any API Excluded Subsidiary; provided, that in respect ofthe case of this clause (y), any Debt of any Loan Party owing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements; and (z) Debt of any API Excluded Subsidiary owing to any other than the following API Excluded Subsidiary; (iv) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and any unused commitments or amounts in respect of any such Debt so listed (collectively, the “Permitted Existing Debt”): ), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, or (aat the election of the Borrower) incurred in substitution of, in whole or in part, the Existing Debt; provided that the aggregate principal amount of all Existing Debt and all such Debt incurred in connection with any such extension, replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (iincluding unused commitments and amounts in respect thereof) on the Obligations Effective Date (it being understood that any Debt incurred in substitution of any Existing Debt need not be incurred concurrently with, but shall be conditioned upon, the repayment and (ii) termination of such Existing Debt and may be incurred by a different obligor than the Banking Services Obligationsoriginal Existing Debt if such obligor is not a Loan Party); (bv) [Reserved]Guarantees (x) by API of Debt of Foreign Subsidiaries that are Restricted Subsidiaries and (y) by any Restricted Subsidiary of API of Debt of API or any other Restricted Subsidiary of API permitted pursuant to this Section 7.02(f); provided that Guarantees by any Loan Party or any Restricted Subsidiary of the Borrower of Debt of any API Excluded Subsidiary shall not exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Debt of other Loan Parties permitted under Section 7.02(f)(xviii); (cvi) intercompany Cash Management Obligations and Debt incurred by any Credit Party owing to any in respect cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements cash management and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations similar arrangements in the last paragraph ordinary course of this Section 6.1; business (e) Hedging Arrangements permitted under Section 6.15; and any Guarantees thereof); provided that the aggregate principal amount of all such Debt owing by API Excluded Subsidiaries shall not exceed in the aggregate at any time outstanding $30,000,000 and (fy) Debt arising from the endorsement honoring by a bank or other financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within 10 Business Days of incurrence; (vii) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business; (gviii) [Reserved]; (h) a guaranty Debt in respect of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower performance bonds, surety bonds, appeal bonds or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations customs bonds required in the last paragraph ordinary course of this Section 6.1 business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the Properties encumbered by any Lien securing such ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt shall not be Collateral or any Property that is required with respect to be Collateral under Section 5.6reimbursement-type obligations regarding workers compensation claims; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (nix) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of evidenced by the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).IP Intercompany Note;

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt;except: (i) [Reserved];in the case of BRW, (jA) Debt arising in respect of Hedge Agreements maintained under Section 5.01(o) and other Hedge Agreements not in violation of Section 5.02(n); provided that no Hedge Agreement with any Person other than a Lender Party (or Affiliate of a Lender Party) may be a Secured Hedge Agreement, (B) New Notes issued for cash (without duplication of clause (E) below); provided that (x) 100% of the first $150 million (after giving effect to the issuance of the Junior Notes) of Net Cash Proceeds from the financing issuance of insurance premium New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated ratably to the Revolving Credit Advances (as set forth in Section 2.06(b)(v)), the Term A Advances, the Term B Advances and the Term C Advances and to the remaining installments of the Borrower Term A Advances, Term B Advances and Term C Advances, respectively, pro rata and (y) 100% of the Net Cash Proceeds in excess of $150 million (after giving effect to the issuance of the Junior Notes) from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated first ratably to the Term A Advances, the Term B Advances and the Term C Advances and applied to the remaining installments thereof pro rata and second to the Revolving Credit Advances as set forth in clause 2.06(b)(v) (it being understood that all expenses or other amounts deducted in determining the calculation of Net Cash Proceeds from the issuance of New Notes at the same time shall be applied equally over the total principal amount of the New Notes being issued at such time); provided that the Administrative Agent shall have received a certificate of a Responsible Officer of BRW certifying that after giving effect to such issuance, BRW and its Subsidiaries are on a pro forma basis in compliance with Section 5.04 during the Facilities Period, (C) Paid in kind interest in respect of the Oak Hill Debt, the Junior Notes, and any Subsidiaryother Debt permitted under this Section, (D) Debt owed to a wholly owned Subsidiary of BRW permitted under Section 5.02(f)(xi); provided that such Debt (x) shall constitute Pledged Debt, so long (y) shall be on terms acceptable to the Agents and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements; provided further, however, that BRW may not incur such Debt to service Debt under the New Notes or make payments in respect of Other Permitted Equity if a Blocking Event has occurred and is continuing, (iE) Debt in respect of the Junior Notes and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, the Junior Notes, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in excess connection with such extension, refunding, renewal or refinancing, (3) such Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Junior Notes being so extended, refunded, refinanced or renewed, (4) such extended, refunded, renewed or refinanced Debt shall be subordinated to the Obligations under the Facilities to at least the same extent as the Junior Notes, (5) such Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Junior Notes being so extended, refunded, refinanced or renewed, and (6) such Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, and (F) Debt of BRW incurred in connection with a BCI Exchange including Debt of BRW issued to a third party provided that the proceeds of such Debt are applied to the prepayment or retirement of the BCI Senior Subordinated Notes (and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, such Debt of BRW, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, satisfy the requirements set forth in clause (E) above with each reference therein to Junior Notes being replaced with a reference to the Debt under this clause (F)); provided that such Debt (v) contains only pay in kind interest payment obligations during the Facilities Period, (w) is not convertible or exchangeable for any Equity Interests other than common stock of BRW, (x) the aggregate amount of cash paid in respect of redemptions, repayments or fees in connection with all BCI Exchanges shall not exceed the amounts agreed to in writing by BRW and the Agents and (y) any instrument or agreement evidencing such Debt entered into in connection with any BCI Exchange will not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow (e.g., no less favorable to the Lender Parties), in any material respect than the terms of the Oak Hill Indenture and will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period; (ii) in the case of any Subsidiary of BRW (including BCI and its Subsidiaries), Debt owed to BRW or to a wholly owned Subsidiary of BRW, provided that, in each case, such Debt (A) shall constitute Pledged Debt, (B) shall be on terms acceptable to the Agents, (C) if evidenced by promissory notes, in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements and (D) in the case of BCI or any of its Subsidiaries, the incurrence of such Debt is permitted under Section 5.02(f)(xiii); and (iii) in the case of BRW and its Subsidiaries other than Wireless LLC, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed $75,000,000 in aggregate principal amount at any time outstanding; provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(v)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(B), (C) Capitalized Leases not to exceed in the unpaid cost aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business; provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(v)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(C), (D) the Surviving Debt (other than Debt under (iii)(C) above), and any Debt extending the maturity of, and shall be incurred only to defer or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the cost ofterms of any such extending, such insurance for the underlying term of such insurance policyrefunding, (ii) is otherwise on customary termsrenewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (iii1) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Surviving Debt shall not be Collateral increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is subordinated in right of payment or otherwise to the Obligations of the Borrowers or any Property of their Subsidiaries under and in respect of the Loan Documents, such extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Obligations to at least the same extent, (5) such Surviving Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that is required are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Surviving Debt being so extended, refunded, refinanced or renewed and (6) such Surviving Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to be Collateral under Section 5.6;the end of the Facilities Period, (lE) unsecured Debt incurred in respect the ordinary course of Investments permitted by Section 6.3(d)business for borrowed money or for the deferred purchase price of property or services, Section 6.3(e) maturing after the Final Maturity Date of the Term C Facility, and Section 6.3(n);aggregating, on a Consolidated basis, not more than $65,000,000 in aggregate principal amount at any one time outstanding, (mF) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (G) unsecured short-term Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater to exceed $20,000,000, (H) Contingent Obligations of BRW or any of its Subsidiaries that are Subsidiary Guarantors guaranteeing all or any portion of the outstanding Obligations of any of the other Loan Parties other than with respect to the Senior Notes or in connection with the BCI Exchange; provided that (i) such Obligations are not otherwise prohibited under the terms of the Loan Documents and such Contingent Obligations are unsecured or (ii) in the case of such outstanding Contingent Obligations in respect of obligations of BCI or any of its Subsidiaries, such Contingent Obligations are permitted under Section 5.02(f)(xiii), (I) Debt consisting of debits and credits among the Subsidiaries of BRW arising under the BRW Cash Management System, (J) Debt of one or more Foreign Subsidiaries arising in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that all such Debt incurred pursuant to this subclause (K) shall be nonrecourse in all respects to the property and assets of the Loan Parties and their Subsidiaries (other than one or more of the Foreign Subsidiaries), (K) Debt being renewed consisting of guaranties of the obligations of BRW under the Junior Notes, (L) Debt constituting Permitted Obligations, and (M) Debt that at the time created, incurred, assumed or refinancedotherwise arising constituted a Permitted BCI Transaction so long as at such time no BCI Event of Default specified under Section 7.03(b) shall have occurred with respect to BCI or any of its Subsidiaries (other than a proceeding in connection with a Prepackaged Plan or a sale agreement executed prior to commencement of such proceedings which agreement contemplates a sale of all or substantially all of the assets of BCI and its Subsidiaries pursuant to Section 363 of the Bankruptcy Code); and (iv) in the case of Wireless LLC, (A) Debt relating to the acquisition of the Spectrum Assets not to exceed $60,000,000 in aggregate principal amount at any time outstanding, (B) Capitalized Leases, plus Debt secured by Liens permitted by Section 5.02 (a)(iv) or unsecured Debt, in the case of such unsecured Debt, maturing after the Final Maturity Date of the Term C Facility, in the ordinary course of business for borrowed money or for the deferred purchase price of property or services, not to exceed $50,000,000 in aggregate principal amount at any time outstanding under this clause (B), provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), (C) or (E), as the case may be, will automatically reduce the amount of any premiums required Debt of such type permitted to be paid thereon outstanding at such time under such clause (B), (C) or (E), as applicable, (C) Debt of the type and reasonable fees subject to the restrictions set forth in Sections 5.02(b)(ii) and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced 5.02(b)(iii)(F) and (BI), and (D) the covenantsDebt (x) existing on May 1, events 2002 and (y) refinancings of default, subordination and other provisions thereof (including any guarantees thereof) shall besuch Debt, in the aggregatecase of clause (y), no less favorable subject to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement restrictions set forth in Section 6.1 above, including the specific requirements 5.02(b)(iii)(D) except that no Surviving Debt to be refinanced pursuant to this clause (D) that is owed to BRW or to a Subsidiary of BRW may be refinanced with Debt owed to a Person other than a Subsidiary of BRW; provided that any Debt outstanding at any time under clause (jx) of a type described in any clause of Section 5.02(b)(iii) will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under such clause of Section 5.02(b)(iii), as applicable. (v) in the case of BCI and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) existing on the Effective Date not to exceed $75,000,000 in aggregate principal amount at any time outstanding, provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(B), (C) Capitalized Leases existing on the Effective Date not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(iii)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(C), (D) the Surviving Debt (other than Debt under Section 5.02(b)(v)(C) above. Notwithstanding anything herein ), and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing (other than in connection with a BCI Exchange), (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the contrarystated maturity date or mandatory redemption date of the Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt permitted being so extended, refunded, refinanced or renewed is subordinated in right of payment or otherwise to the Obligations of the Borrowers or any of their Subsidiaries under clause and in respect of the Loan Documents, such extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Obligations to at least the same extent, (d5) and (k) is further limited such Surviving Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to (y) Debt created, assumed, incurredcollateral or any covenants or defaults that are more restrictive, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).subordi

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and Loan Documents; (ii) Debt existing on the Banking Services ObligationsClosing Date and described on Schedule 5.02(b) hereto; (biii) [Reserved]Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (civ) intercompany Debt incurred by any Credit Party of (A) the Borrower owing to any other Credit Loan Party, and (B) any of the Subsidiaries owing to the Borrower or any other Loan Party to the extent permitted under Section 5.02(f)(viii); (dv) purchase money debt or Capital Leases Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph vi) of this Section 6.15.02(b), subject to $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the limitations in date of this Agreement which, when aggregated with the last paragraph principal amount of all Debt incurred under clause (v) of this Section 6.15.02(b), do not exceed $50,000,000 at any time outstanding; (evii) Hedging Arrangements Contingent Obligations of (A) the Borrower guaranteeing all or any portion of the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under Section 6.15the terms of the Loan Documents; (fviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gx) [Reserved]Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (hxi) a guaranty Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt so long as such underlying Debt is or Redeemable Preferred Interests not otherwise permitted under this Section 6.1; 5.02(b), provided that, for that the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium aggregate amount of the Borrower or any Subsidiary, so long as (i) the outstanding principal amount of such unsecured Subordinated Debt shall not be in excess of and the maximum amount of the unpaid cost purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further, that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); and (xiii) Debt extending the maturity of, and shall be or refunding, refinancing or replacing, in whole or in part, any Debt incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, under clause (ii) is otherwise on customary termsof this Section 5.02(b); provided, and however, that (iiiA) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensionssuch extended, refinancingsrefunding, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such refinancing or replacement Debt shall not be Collateral increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or any Property that is required to replacement, (B) the direct and contingent obligors therefor shall not be Collateral under Section 5.6; changed as a result of or in connection with such extension, refunding, refinancing or replacement, (lC) unsecured such extended, refunding, refinancing or replacement Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt shall not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject mature prior to the penultimate paragraph stated maturity date or mandatory redemption date of this Section 6.1); provided thatthe Debt being so extended, refunded, refinanced or replaced, and (D) if the aggregate outstanding principal amount Debt being so extended, refunded, refinanced or replaced is subordinated in right of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations payment or similar contingent obligations otherwise to the Obligations of the Borrower or any Subsidiary arising from of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or relating replacement Debt shall be subordinated to such Obligations to at least the Closing Date Acquisition same extent. (xiv) Debt comprised of guarantees given by the Borrower or a Permitted Acquisition; provided thatany of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate outstanding principal amount of Debt permitted all Investments made under this clause (nSection 5.02(f)(ix) hereof, shall not exceed $2,500,000 20,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]Debt under the RedPath Promissory Note in a principal amount not to exceed $11,000,000; such Indebtedness to be subordinated pursuant the RedPath Subordination Agreement; (c) intercompany Debt incurred secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re‑financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any Credit Party owing to any other Credit Partytime outstanding shall not exceed $100,000; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1not for speculation; (e) Hedging Arrangements Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted under Section 6.15hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (f) Debt arising from the endorsement with respect to cash management obligations and other Debt in respect of instruments for collection automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (g) [Reserved]Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a guaranty of Debt different lender) thereof so long as such underlying Debt the principal amount thereof is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debtnot increased; (i) [Reserved]unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $100,000; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall incurred pursuant to an Approved AR Loan Facility not be to exceed $15,000,000 in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt outstanding at any time outstanding pursuant and otherwise subject to this clause (j) shall not exceed $5,000,000an intercreditor agreement acceptable to Agent in its sole discretion; (k) Reimbursement obligations to TD Bank not exceeding $2,000,000 secured Debt not otherwise by Liens permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.17.2(c); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt Guaranty, dated as of August 13, 2014, by PDI, Inc. in respect favor of Investments permitted by Section 6.3(d)Asuragen, Section 6.3(e) and Section 6.3(n);Inc.; and (m) unsecured Debt not otherwise permitted from a Loan Party to a Loan Party; (n) Obligations to make payments under the preceding provisions RedPath Settlement Agreement; (o) Accrued and unpaid employee performance bonuses incurred in the ordinary course of this Section 6.1 business; (including extensionsp) Overdue rental payments owed by RedPath to Spring Way Center, refinancingsLLC for the leased property on the 3rd and 4th floors at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, refundings▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, replacements and renewals ▇▇▇▇▇▇ of thereof subject Allegheny, Commonwealth of Pennsylvania in an amount not to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time150,000; and (nq) Debt constituting earn-out obligations, contingent obligations or similar contingent That certain Guaranty by Interpace Diagnostic Corporation to RedPath Equityholder guarantying the obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided thatand Interpace Diagnostics, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment LLC under the Debt being renewed or refinanced Contingent Consideration Agreement entered into in connection with the RedPath Merger Agreement and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)RedPath Promissory Note.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following Parent Guarantor) and its Subsidiaries, (collectivelyA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and AMERICAS/2023134647.11 82 (D) Non-Recourse Debt (including, without limitation, the “Permitted Debt”): (aJV Pro Rata Share of Non-Recourse Debt of any Joint Venture) (i) in respect of Assets other than Borrowing Base Assets, the Obligations and (ii) incurrence of which would not result in a Default under any of the Banking Services Obligationscovenants contained in Section 5.04; (bv) [Reserved]in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (cvi) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals endorsements of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gvii) [Reserved]; recourse secured Debt, provided that such Debt (hA) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject not recourse to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower any Subsidiary Guarantor that owns any Borrowing Base Asset or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policydirect or indirect Equity Interest therein, (iiB) is otherwise not secured by any Lien on customary termsany Borrowing Base Asset, and (iiiC) shall not exceed in the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions 10% of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeTotal Asset Value; and (nviii) unsecured Debt constituting earn-out obligations, contingent obligations or similar contingent obligations the incurrence of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or which would not result in a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted Default under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)5.04.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt of the Obligations and Credit Parties to the Secured Creditors under the Credit Documents; (ii) Debt incurred pursuant to Capital Leases and Purchase Money Mortgages, up to an aggregate outstanding amount, at any time, of $3,000,000 (or the Banking Services ObligationsEquivalent Amount in another currency); (biii) [Reserved]; (c) intercompany Debt incurred by any of a Credit Party owing to any other another Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fiv) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject Credit Party pursuant to the limitations a mortgage on Owned Property of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as Credit Party provided (i) the principal amount of such Debt shall not be in excess recourse of the amount of the unpaid cost ofcreditor under such mortgage is limited to such Owned Property (and, and shall be incurred only to defer the cost offor greater certainty, such insurance for creditor has no recourse to any Credit Party or its Assets other than the underlying term of Owned Property subject to such insurance policy, mortgage) and (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding of the Credit Parties pursuant to this clause (jiv) shall does not exceed $5,000,00010,000,000 (or the Equivalent Amount in another currency) at any time; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (nv) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than exceeding Cdn. $12,585,000 under the aggregate principal amount Convertible Debentures outstanding on the Closing Date; (vi) Debt of the Credit Parties pursuant to guarantees of Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt otherwise permitted under clause (dthis Section 5.2(a) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not to exceed $1,000,000 (or the Equivalent Amount in excess another currency) at any time; (vii) Debt of the Credit Parties pursuant to earn-out obligations (i) in existence on the Closing Date in a maximum aggregate amount of $10,000,000 20,000,000 and (including extensions, refinancings, refundings, replacements and renewals ii) earn-out obligations incurred pursuant to Permitted Acquisitions completed after the Closing Date; (viii) Debt of thereof subject the Credit Parties pursuant to hedging arrangements permitted pursuant to Section 5.2(j); and (ix) Debt pursuant to the foregoing sentence); Early Draw Facility provided such Debt shall cease to be Permitted Debt on and (z) Debt created, assumed, incurred, or in any other manner arising during after the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess date of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)initial Advance.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect ofof Hedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, any in each case incurred in the ordinary course of business and consistent with prudent business practice, (B) Debt other than owed to a Loan Party; and (C) Debt incurred by the following Borrower (collectively, which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted DebtSenior Notes”):); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, (2) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (6) such Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (ib) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Obligations Guaranties and, in the case of the Loan Parties and their Subsidiaries, (iiA) Debt under the Banking Services ObligationsLoan Documents; (bB) [Reserved]So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (cC) intercompany Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt incurred by any Credit of the Loan Party owing to any other Credit Partyof the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (dD) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals Debt of thereof subject to any Person that becomes a Subsidiary of the penultimate paragraph Borrower after the Effective Date in accordance with the terms of this Section 6.1), subject to the limitations 5.02(f) which Debt does not exceed $10,000,000 in the last paragraph aggregate and is existing at the time such Person becomes a Subsidiary of this Section 6.1the Borrower; (eE) Hedging Arrangements So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under Section 6.15this clause (E) in the event that a Default has occurred and is continuing; (fF) the Surviving Debt arising from set forth on Schedule 5.02(b), and any Debt extending the endorsement maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gI) [Reserved]Debt in respect of letters of credit in an aggregate amount not to exceed $10,000,000 at any time outstanding; (hJ) a guaranty Debt in respect of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying DebtLoan Parties and their respective Subsidiaries; (iK) [Reserved]Obligations in respect of the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such plan are on the Borrower’s balance sheet; (jL) Guarantee obligations of the Guarantors in respect of Debt arising from the financing of insurance premium of the Borrower permitted pursuant to Section 5.02(b)(i)(C); and (M) Permitted Convertible Indebtedness; provided, that (A) no Default or any SubsidiaryEvent of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, so long as (iB) the principal amount of such Debt Borrower shall not be deliver to the Administrative Agent a certificate from a Responsible Officer, in excess of form and detail reasonably satisfactory to the amount of Administrative Agent, confirming the unpaid cost of, foregoing and shall be incurred only to defer demonstrating compliance with the cost of, such insurance for the underlying term of such insurance policyfinancial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (iC) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and not at any time guaranteed by any Subsidiary that is not a Guarantor, (iiD) the Properties encumbered by any Lien securing such Debt shall terms thereof may not be Collateral restrict, limit or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under encumber the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations ability of the Borrower or any Subsidiary arising from to grant Liens in favor of the Administrative Agent or relating any Lender under this Agreement or any other Loan Document, and (E) no such Debt shall (x) have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the Closing date that is 91 days after the Termination Date Acquisition with respect to the Revolving A Credit Facility or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (ny) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate mandatory redemption, mandatory repurchase or other mandatory prepayments of principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereofearly conversion triggers) shall beother than those that, in the aggregateBorrower’s good faith judgment, no less favorable to the Lenders than those are customary for such Debt (it being understood that any mandatory redemption, mandatory repurchase or other mandatory prepayments contained in the Debt being renewed or refinance; provided that, 2021 Convertible Notes shall be deemed customary in the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentenceBorrower’s good faith judgment).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except for: (a) (i) Debt under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]inter-company indebtedness between Borrower and a Subsidiary or between any two or more Subsidiaries so long as any such inter-company indebtedness owed by Borrower or a Principal Subsidiary to a Principal Subsidiary is subordinated to the Loans pursuant to a subordination agreement in the form of Exhibit J; (c) intercompany Debt incurred by any Credit Party owing to any other Credit PartyNon-Recourse Debt; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Debt arising under any Hedge Agreements permitted under Section 6.1), subject to the limitations in the last paragraph of this Section 6.17.15; (e) Hedging Arrangements permitted under Section 6.15any Permitted Private Placement Debt and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such Permitted Private Placement Debt; (f) Debt arising from the endorsement direct or contingent obligations under Outside Letters of instruments for collection Credit that are Financial Letters of Credit in the ordinary course of businessan amount not to exceed $25,000,000 at any time; (g) [Reserved]unsecured liabilities of Borrower arising from the bond or undertaking required under Section 6.17; (h) a guaranty of any Debt so long as such underlying Debt is otherwise deemed to exist with respect to any transaction permitted under this pursuant to Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt7.5; (i) [Reserved];the “Guaranteed Obligations” under the Revolving Credit Agreement, provided that the “Outstanding Obligations” thereunder do not exceed $700,000,000 in principal amount outstanding at any time, and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such “Guaranteed Obligations”; and (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 clauses (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, a) through (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate a principal amount not greater than the aggregate principal amount to exceed $150,000,000 outstanding at any time that is either secured (as permitted under Section 7.1) or unsecured and any guaranty thereof made by any Guarantor Subsidiary in favor of the Debt being renewed or refinanced, plus the amount holders of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)such Debt.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist or permit any of its the Restricted Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than (i) Debt to the following Lenders under this Agreement, (collectivelyii) Debt incurred in respect of Purchase Money Mortgages up to an aggregate outstanding amount, at any time, of U.S. $15,000,000 (or the “Permitted Debt”):equivalent amount in any other currency), (iii) Debt described in Schedule 8.02 (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiaryrefinancing, so long as (i) the principal amount replacement or renewals of such Debt shall not be exceeding in excess principal amount, rate of amortization and interest rate, the amount outstanding, rate of amortization and the interest rate, respectively, on the date of the amount refinancing, renewal or replacement, and otherwise on terms and conditions not materially more restrictive than the terms and conditions of the unpaid cost ofDebt to be refinanced, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policyrenewed or replaced, (iiiv) Debt between and among the Borrowers and the Restricted Subsidiaries, (v) Subordinated Debt provided no Default has occurred or is otherwise on customary termscontinuing or would result from the incurrence thereof and the Borrowers are in pro forma compliance with the financial covenants in Section 8.03 after giving effect to the incurrence thereof, (vi) letters of credit issued by Persons which are not Lenders but which are guaranteed by Documentary Credits issued pursuant to this Agreement, (vii) Debt permitted in writing by the requisite Lenders as part of their approval of a Permitted Acquisition, and (iiiviii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Bracknell Limited Partnership Facility.

Debt. No Credit Loan Party shallshall incur or maintain any Debt, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): than: (a) the Obligations; (b) Debt described on Schedule 7.13; (c) Debt of Salton Holdings Limited and Salton Europe Limited, under the Facility Agreement dated 23rd December 2005 among those entities, the lender parties listed therein, Burdale Financial Limited as agent and security trustee, as amended to the date hereof not exceeding the principal amount outstanding set forth on Annex C, Section II during the corresponding periods set forth on Annex C, Section II; (d) [Reserved]; (e) the Senior Notes in a principal amount equal to the principal amount outstanding on August 8,2007 less any repayments of principal of the Senior Notes after such date; (f) the Intercompany Account so long as such Debt is to the Subordination Agreement and, provided that, from and after May 11, 2005 (i) the Obligations no Borrower Party shall make any Investment in a Foreign Subsidiary and (ii) the Banking Services Obligations; no Foreign Subsidiary shall make any Investment in another Foreign Subsidiary; (bg) Debt in respect of foreign currency hedging agreements with aggregate notional amounts not greater than $2,000,000 at any time; (h) [Reserved];; ( (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved];; ( (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; [Reserved]: (k) secured Debt not otherwise permitted under the preceding provisions Second Lien Term Loan in a principal amount outstanding on August 8, 2007 less any repayments of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals principal of thereof subject to the penultimate paragraph of this Section 6.1)Second Lien Term Loan after such date; provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) [Reserved]; and Section 6.3(n); (m) unsecured Debt not otherwise permitted incurred under the preceding provisions Reimbursement and Credit Agreement to fund the purchase of this Loans under Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m1(a) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or Loan Purchase Agreement in a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than exceeding the aggregate principal amount Purchase Price (as defined in the Loan Purchase Agreement) of the Debt being renewed or refinancedsuch Loans, plus the amount of any premiums required fees not to be paid thereon and reasonable fees exceed $5,000,000 and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) abovereimbursable thereunder. Notwithstanding anything herein to the contrarycontrary contained herein, the Parent shall not, directly or indirectly, enter into any amendment or modification of the documents evidencing the Debt permitted under clause (dg) and above that is any manner adverse to the Parent, any Subsidiary, the Agent, the Co-agent or any Lender. Notwithstanding anything to the contrary contained herein, no Borrower Party shall, directly or indirectly, enter into any amendment or modification of the documents evidencing the Debt permitted under clauses (e), (f), (k) is further limited to or (ym) Debt created, assumed, incurred, above or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, Second Lien Loan Document or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Reimbursement Loan Document.

Debt. No Credit Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved](i) existing Debt described on Schedule 8.1 and (ii) the Existing Letters of Credit; (c) intercompany Purchase Money Debt and Capitalized Lease Obligations in an aggregate principal amount at the time incurred, together with the principal amount outstanding of all other Debt incurred by any Credit Party owing pursuant to any other Credit Partythis clause (c), not to exceed $5,000,000; (d) purchase money debt Debt associated with worker’s compensation claims, performance bonds, bid bonds, surety bonds, appeal bonds, customs bonds or Capital Leases (including extensionssimilar instruments required by Governmental Authorities or by third parties in connection with in connection with the ordinary course operation, refinancingsdevelopment, refundings, replacements abandonment or remediation of the Oil and renewals Gas Properties or in connection with the enforcement or defense of thereof subject to the penultimate paragraph rights or claims of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1any Loan Party; (ei) Hedging Arrangements unsecured intercompany Debt owed by any Loan Party to another Loan Party, (ii) owed by any Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that such Debt (A) shall be subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent and (B) does not require the payment of cash interest by any Loan Party to a non-Loan Party, and (iii) owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party; provided that such Debt (A) is permitted under Section 6.158.5 and (B) shall be evidenced by a promissory note pledged and delivered to Administrative Agent pursuant to the Security Documents; (f) Guarantees by any Loan Party of Debt arising from the endorsement of instruments for collection any other Loan Party not otherwise prohibited pursuant to this Section 8.1; (g) Debt associated with financing of insurance premiums in the ordinary course of business; (g) [Reserved]; (h) Debt arising from the honoring by a guaranty bank or other financial institution of Debt a check, draft, payment order or other debit drawn, presented or issued against insufficient funds in the ordinary course of business so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance extinguished within three (3) Business Days of doubt, such guaranty shall also be subject to the limitations of such underlying Debtits incurrence; (i) [Reserved]any unsecured senior or unsecured senior subordinated Debt of Borrower or any Restricted Subsidiary and guarantees thereof by Borrower or any Restricted Subsidiary and any Permitted Refinancing thereof and any Permitted Refinancing of the Senior Second Lien Notes; provided that, in each case: (i) such Debt shall solely be comprised of unsecured senior or unsecured senior subordinated Debt, (ii) such Debt shall not provide for any amortization of principal or any scheduled prepayments of principal on any date prior to 180 days after the Final Maturity Date in effect at the time of incurrence or issuance, (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Final Maturity Date in effect at the time of incurrence or issuance, (iv) such Debt (or the documents governing such Debt) shall not contain (A) financial maintenance covenants, (B) covenants (other than financial maintenance covenants) or events of default, taken as a whole, that are more restrictive or onerous with respect to Borrower and the Restricted Subsidiaries than the covenants (other than financial maintenance covenants) and events of default in this Agreement (as determined in good faith by senior management of Borrower), (C) restrictions on the ability of Borrower or any of its Subsidiaries to guarantee the Obligations or to pledge assets as collateral security for the Obligations, (D) any mandatory prepayment or Redemption provisions which would require a mandatory prepayment or Redemption of such Debt (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a “change in control”) or (E) any prohibition on the prior repayment of any Obligations and (v) immediately after giving effect to the incurrence or issuance of such other Debt and the application of the proceeds thereof: (A) Borrower shall be in pro forma compliance with each of the Financial Covenants, in each case, for the Test Period most recently ended for which financial statements are available and (B) no Event of Default shall exist; (j) Debt arising from the financing of insurance premium in respect of the Borrower or Senior Second Lien Notes which Debt (and any Subsidiary, so long as (i) the principal amount Permitted Refinancing of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (iiDebt) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof all times subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).Intercreditor Agreement;

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) (i) in the Obligations case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (w) of the Banking Services ObligationsBorrower to any of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower; provided, however, that the aggregate of all outstanding unsecured Debt of a Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(f)(i) herein shall not exceed (1) $7,500,000 in any Fiscal Year (except that during the Fiscal Year in which the closing of the operations of Target's Subsidiary located in France occurs, the aggregate amount of all such outstanding unsecured Debt and/or Investments may not exceed $10,000,000), or (2) in any event, $25,000,000 in the aggregate outstanding at any time and (z) of any Foreign Subsidiary of the Borrower to any other Foreign Subsidiary; (biii) [Reserved]in the case of the Borrower and any of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), in each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(p) hereof would not be breached; (cB) intercompany Debt incurred by any Credit Party owing with respect to any other Credit PartyCapitalized Leases, in each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(p) hereof would not be breached; (dC) purchase money debt the Surviving Debt, and any Debt extending the maturity of, or Capital Leases (including extensionsrefunding or refinancing, refinancingsin whole or in part, refundings, replacements and renewals the Surviving Debt; provided that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof subject to outstanding on the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1date hereof; (eD) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gE) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1Subordinated Debt; provided thatprovided, for the avoidance of doubt, such guaranty that no principal shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of payable or paid by the Borrower or any Subsidiaryof its Subsidiaries, as the case may be, on the Subordinated Debt until the Obligations under the Loan Documents shall have been repaid in full in cash, but interest on such Subordinated Debt may accrue and, so long as no Default exists, be payable or be paid by the Borrower or its applicable Subsidiary; (iF) unsecured Debt incurred in the principal amount ordinary course of business in the form of accounts payable arising from the purchase of property or services, including, without limitation, Inventory acquired for resale; (G) in the case of Borrower or any of its Subsidiaries, Debt of Proposed Businesses, whether secured or unsecured, assumed by Borrower or such Debt shall Subsidiary, as the case may be, in respect of Permitted Acquisitions not be in excess to exceed, for any such Permitted Acquisition, the greater of (x) $5,000,000 and (y) seventy-five percent (75%) of the amount of the unpaid cost of, and shall be incurred only related Permitted Acquisition Purchase Price; (H) in addition to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) Debt that is otherwise on customary terms, permitted in clauses (F) and (iiiG) above, unsecured Debt that is incurred in the ordinary course of business, not to exceed in the aggregate principal amount of Debt $10,000,000 at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000outstanding; (kI) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeBank Hedge Agreements; and (nJ) Debt constituting earnwith respect to Bidco, during the Squeeze-out obligations, contingent obligations or similar contingent obligations of Out Period the Borrower or any Subsidiary arising from or relating may (x) make intercompany loans to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause Bidco (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any Bidco may incur such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (dDebt) and (k) is further limited to (y) Debt createdpurchase shares of Bidco, assumed, incurred, or in any other manner arising during each case so long as 100% of the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess proceeds of $10,000,000 (including extensions, refinancings, refundings, replacements all such Investments and renewals of thereof subject loans shall be utilized by Bidco to purchase Target Shares pursuant to the foregoing sentence); Offer and (z) Debt created, assumed, incurred, or in any other manner arising during related fees and costs for the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Offer.

Debt. No Credit Party shall(a) The Guarantor will not permit any of its Subsidiaries to create, nor shall it assume or suffer to exist any Debt, except (i) Debt under the Related Documents, (ii) Debt owing to the Guarantor or a Wholly-Owned Consolidated Subsidiary of the Guarantor, (iii) Debt of Tripar Partnership, a Bermuda general partnership, owing to other Subsidiaries or Debt of such other Subsidiaries owing to Tripar Partnership, (iv) Debt in respect of letters of credit issued in the ordinary course of business, (v) Debt created by exercise of overdraft privileges on a basis not more frequent than once each calendar month for not more than five Euro-Dollar Business Days in an amount not to exceed $50,000,000 in the aggregate at any one time, (vi) subordinated Debt of the Borrower owing to ACE Insurance under the Subordinated Loan Agreement, (vii) Debt in an amount not to exceed $70,000,000 incurred in connection with the development by the Guarantor and/or any of its Subsidiaries of the "Bermudiana Site" in Hamilton, Bermuda, and (viii) Debt not permitted by the foregoing clauses of this Section in an aggregate principal amount not to exceed $20,000,000 at any time outstanding. (b) The Borrower will not, and will not permit any of its Subsidiaries to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) except (i) Debt under the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policyFinancing Documents, (ii) is otherwise on customary termsDebt under the Subordinated Loan Agreement owing to ACE Insurance, and (iii) Debt owing to ACE Limited subordinated to the aggregate principal amount of same extent as Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 Subordinated Loan Agreement and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (niv) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of owing to the Borrower or any a Wholly-Owned Consolidated Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Borrower.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) (i) in the Obligations case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (w) of the Banking Services ObligationsBorrower to any of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower; provided, however, that the aggregate of all outstanding unsecured Debt of a Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(e)(i) herein shall not exceed (1) $7,500,000 in any Fiscal Year, or (2) in any event, $25,000,000 in the aggregate outstanding at any time and (z) of any Foreign Subsidiary of the Borrower to any other Foreign Subsidiary; (biii) [Reserved]in the case of the Borrower and any of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), in each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not be breached; (cB) intercompany Debt incurred by any Credit Party owing with respect to any other Credit PartyCapitalized Leases, in each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not be breached; (dC) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gD) [Reserved]; (h) a guaranty of Subordinated Debt so long as such underlying Debt is otherwise permitted under this Section 6.1outstanding on the Closing Date; provided thatprovided, for the avoidance of doubt, such guaranty that no principal shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of payable or paid by the Borrower or any Subsidiaryof its Subsidiaries, as the case may be, on the Subordinated Debt until the Obligations under the Loan Documents shall have been repaid in full in cash, but interest on such Subordinated Debt may accrue and, so long as (i) no Default exists, be payable or be paid by the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000Borrower or its applicable Subsidiary; (kE) secured unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations incurred in the last paragraph ordinary course of this Section 6.1 and (ii) business in the Properties encumbered by any Lien securing such Debt shall not be Collateral form of accounts payable arising from the purchase of property or any Property that is required to be Collateral under Section 5.6;services, including, without limitation, Inventory acquired for resale; and (lF) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Bank Hedge Agreements.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) The Borrower's Consolidated Debt will at no time exceed the Debt Limit; provided that if a Debt Limit Excession exists solely by reason of a reduction of the Debt Limit pursuant to a redetermination under subsection (ib)(ii) below, no Default will arise hereunder so long as the Obligations and (ii) Borrower is in compliance with the Banking Services Obligations;mandatory prepayment provisions of Section 2.09(b). (b) [Reserved]; (c) intercompany The Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements Limit will be determined and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long adjusted periodically as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt;follows: (i) [Reserved]; Prior to a determination pursuant to subsection (jb)(ii) Debt arising from below, on the financing of insurance premium basis of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost ofInitial Reserve Report, and subject to adjustment in accordance with subsections (b)(iii) and (b)(iv) below, the Debt Limit shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, $520,000,000. (ii) is otherwise on The Administrative Agent will in its sole and absolute discretion determine a proposed Debt Limit in accordance with its customary termsoil and gas lending practices (A) within 30 days of delivery of each Reserve Report pursuant to Section 5.09, and commencing January 1, 2003 or (iiiB) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under if the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject Required Banks so elect by notice to the penultimate paragraph Borrower and the Administrative Agent, and, in either such case, notify such proposed Debt Limit to each of this Section 6.1); provided that, the other Banks. Unless (ix) such with respect to a proposed Debt is subject Limit less than or equal to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such then-existing Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided thatLimit, the Banks having more than 33 1/3% of the aggregate outstanding principal amount of Debt permitted under this clause Commitments then in effect (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligationsor, contingent obligations or similar contingent obligations if the Commitments have been terminated, holding Notes evidencing more than 33 1/3% of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Loans then outstanding), at their sole and absolute discretion, notify the Borrower and Administrative Agent that they disapprove such proposed Debt being renewed Limit, or refinanced(y) with respect to a proposed Debt Limit greater than the then-existing Debt Limit, plus any Bank, at its sole and absolute discretion, notifies the amount Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If the Debt Limit is so disapproved, then the Banks shall consult with one another to determine a Debt Limit acceptable, at their sole and absolute discretion, to (i) with respect to a Debt Limit less than or equal to the then-existing Debt Limit, the Required Banks, or (ii) with respect to a Debt Limit greater than the then-existing Debt Limit, all Banks. The Debt Limit so determined shall be promptly notified in writing by the Administrative Agent to the Borrower, and upon such notification shall be binding on all parties. (iii) Upon any sale by the Borrower or any Subsidiary of any premiums required Petroleum Property (other than (i) the sale of hydrocarbons after severance occurring in the ordinary course of the Borrower's business as presently conducted, (ii) the sale of any Petroleum Property pursuant to the Section 29 Transaction or (iii) the sale of the Section 29 Transaction PPIs by reason of the rescission of the Section 29 Transaction) or any direct or indirect transfer or other disposition to any third party of a direct or indirect interest in any Subsidiary whose assets were included in the most recent determination of the Debt Limit, the Debt Limit shall be paid thereon and reasonable fees and expenses associated therewith and reduced, effective on the date of consummation of the sale of such Petroleum Property or transfer of such interest in such Subsidiary, by an amount equal to 60% of the net proceeds of or consideration for (whether received in cash or otherwise) such sale or transfer; provided that no such reduction shall be required with respect to aggregate net sales proceeds or consideration received of up to $25,000,000 in any unutilized active commitment calendar year; and provided, further, that all such sales of Petroleum Properties and transfers of interests in Subsidiaries are subject to the provisions of Sections 5.12 and 5.15. (iv) If prior to the next preparation of the Reserve Report pursuant to Section 5.09, the Borrower notifies the Administrative Agent of the acquisition by the Borrower or any Subsidiary of any Proved Reserves and other assets consisting primarily of gas gathering and transmission pipelines located in the United States of America or in Canada (the right to give such notice limited to twice in any calendar year), the Administrative Agent shall promptly thereafter notify each Bank of such acquisition and the Borrower shall as promptly as practicable thereafter deliver to each of the Banks a report prepared by or under the Debt being renewed or refinanced and supervision of a petroleum engineer (Bwho may be an employee of the Borrower) the covenants, events of default, subordination evaluating such Proved Reserves and other provisions thereof (including any guarantees thereof) shall beassets. Within 60 days of delivery of such evaluation report, the Administrative Agent, after consultation with the Borrower, will in the aggregate, no less favorable to the Lenders than those contained its sole and absolute discretion determine a proposed increase in the Debt being renewed Limit and notify such proposed increase to each of the Banks. Unless any Bank in its sole and absolute discretion notifies the Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If such proposed increase in the Debt Limit is so disapproved, then the Banks shall consult with one another to determine an increase in the Debt Limit acceptable at their sole and absolute discretion to all Banks. The Debt Limit as increased by the amount so determined by all Banks shall be promptly notified in writing by the Administrative Agent to the Borrower, and upon such notification shall be binding on all parties. (v) The Borrower shall notify each Bank at the earliest practicable time in advance of any transactions which entail a reasonable likelihood of an adjustment to the Debt Limit pursuant to subsection (b)(iii), (b)(iv) or refinance; provided that, the foregoing conditions are not(b)(v) above, and shall not be construed as, an increase in furnish each Bank with such information with respect thereto as any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Bank may reasonably request.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph case of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) the Borrower, Debt arising from the endorsement in respect of instruments for collection Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of businessbusiness and consistent with prudent business practice the aggregate Agreement Value thereof not to exceed $100,000,000 at any time outstanding; (gii) [Reserved]in the case of the Borrower, Debt owed to a wholly- owned Subsidiary of the Borrower, provided that (x) such Debt is subordinated to any Debt of the Borrower under the Loan Documents on the terms and conditions set forth in Exhibit L and (y) if such Debt is owed to a Collateral Grantor (1) such Debt shall constitute Pledged Debt, and (2) if evidenced by promissory notes, in form and substance satisfactory to the Administrative Agent, such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (hiii) in the case of any of the Subsidiaries of the Borrower (other than Captain D's Properties or Captain D's Realty) Debt owed to the Borrower or to a guaranty wholly-owned Subsidiary of Debt so long as the Borrower; provided that (x) such underlying Debt is otherwise permitted subordinated to any Debt of such Subsidiary under this Section 6.1; provided thatthe Loan Documents on the terms and conditions set forth in Exhibit L, and (y) if such Debt is owed to a Collateral Grantor, (1) such Debt shall constitute Pledged Debt, and (2) if evidenced by promissory notes, in form and substance satisfactory to the Administrative Agent, such promissory notes shall be pledged as security for the avoidance Obligations of doubt, the holder thereof under the Loan Documents to which such guaranty shall also be subject holder is a party and delivered to the limitations Administrative Agent pursuant to the terms of such underlying Debtthe Security Agreement; (iv) in the case of the Borrower and any of its Subsidiaries (other than Captain D's Properties or Captain D's Realty); (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $3,000,000 at any time outstanding, (i) [Reserved]; Capitalized Leases (jother than those permitted by subclause (ii) Debt arising from of this clause (C) and those permitted by clause (E) below) not to exceed in the financing of insurance premium of aggregate $15,000,000 at any time outstanding, (ii) Capitalized Leases in connection with the Borrower Captain D's Lease Program not to exceed in the aggregate $5,000,000 in any Fiscal Year plus, in any Fiscal Year ending in 2000 or any Subsidiarythereafter, so long as an amount up to $5,000,000 equal to the excess (iif any) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall Capitalized Leases permitted to be incurred only to defer in the cost of, such insurance for immediately preceding Fiscal Year in connection with the underlying term Captain D's Lease Program over the aggregate amount of such insurance policy, (ii) is otherwise on customary termsCapitalized Leases in connection with the Captain D's Lease Program actually incurred in the immediately preceding Fiscal Year, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).case of

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, guarantee or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) the Obligations and (ii) the Banking Services Obligations; (bii) Debt existing on the date hereof and set forth in Section 7.2(a) of the Disclosure Schedule and Permitted Refinancings thereof; (iii) the Senior Bank Debt so long as the aggregate outstanding principal amount thereof does not exceed the lesser of (1) $75,000,000 and (2) the sum of (A) the Borrowing Base (as defined in the Senior Loan Agreement as in effect on the date hereof) which, if applicable, shall be calculated after giving effect to the Availability Block (as defined in the Senior Loan Agreement as in effect on the date hereof), plus (B) $3,000,000 of Bank Products constituting Senior Bank Debt; (iv) Permitted Purchase Money Debt and Permitted Refinancings thereof; (v) [Reserved]; (c1) intercompany Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, so long as the aggregate principal amount of all Debt incurred by in reliance on this clause (vi) shall not exceed $10,000,000 at any Credit Party owing to any other Credit Party; time, and (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f2) Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or other similar obligations, in each case, incurred or assumed in connection with the endorsement acquisition or disposition of instruments for collection any business, assets or a Subsidiary, and in the ordinary course of businesseach case, Permitted Refinancings thereof; (gvii) Permitted Contingent Obligations; (viii) [Reserved]; (hix) Debt in respect of Hedging Agreements entered into in the Ordinary Course of Business and not for speculative purposes; (x) Debt incurred in connection with the financing of insurance premiums; (xi) Debt owed to any Person providing workers’ compensation, health, disability or other employment benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course of Business; (xii) Debt in respect of completion bonds, performance bonds, bid bonds, appeal bonds and surety bonds and similar obligations and reimbursement obligations under letters of credit securing completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, operating leases and similar obligations, in each case, provided in the Ordinary Course of Business; (xiii) Debt incurred in connection with cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of the Company or any Subsidiary, in each case in the Ordinary Course of Business in an aggregate principal amount for all such Debt under this clause (xiii) not to exceed $2,000,000; (xiv) reimbursement obligations in connection with letters of credit issued for the account of the Company or its Subsidiaries in an aggregate amount to not exceed $3,000,000; (xv) Debt incurred as a guaranty result of endorsing negotiable instruments received in the Ordinary Course of Business; (xvi) intercompany Debt (1) among any Obligor and any other Obligor, so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject subordinated to the limitations of such underlying Debt; Obligations (i2) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or owed by any SubsidiaryObligor to a Subsidiary that is not an Obligor, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (iA) such Debt is subject subordinated to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced Obligations and (B) the covenantsaggregate amount of all Debt under this clause (2) does not exceed $500,000, events or (3) owed by any Subsidiary that is not an Obligor to any Obligor, so long as the aggregate amount of default, subordination and other provisions thereof all Debt under this clause (including any guarantees thereof3) shall be, in the aggregate, no less favorable does not exceed $500,000; (xvii) Debt pursuant to the Lenders than those contained in the Debt being renewed or refinanceHercules Facility; provided that, that the foregoing conditions are not, Refinancing occurs prior to or substantially concurrently with the occurrence of the Initial Closing; (xviii) other Debt so long as the outstanding aggregate principal amount of all Debt under this clause (xvii) does not exceed $2,000,000; and provided that the Company and its Subsidiaries shall not be construed as, an increase permitted to incur any Convertible Debt or any Subordinated Debt in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to reliance on the foregoing sentence); paragraphs (i) to and including (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentencexvii).

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and Loan Documents; (ii) Debt under the Banking Services ObligationsFirst Lien Loan Documents; (biii) [Reserved]Debt secured by Liens permitted by Section 5.02(a)(v) in an aggregate principal amount, together with Debt permitted under clause (iv) below, not to exceed $3,125,000 at any time outstanding; (civ) intercompany Capitalized Leases in an aggregate principal amount, together with Debt permitted under clause (iii) above, not to exceed $3,125,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of any Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (v) the Surviving Debt described on Schedule 5.02(b) and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (vi) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice; (vii) (A) Debt owed to a Loan Party, which Debt shall constitute Collateral, (B) Debt owed to any Subsidiary that is not a Loan Party by any Credit Subsidiary that is not a Loan Party owing or (C) Debt by a Loan Party in an aggregate amount not to exceed $312,500 owed to any other Credit Subsidiary that is not a Loan Party; (dviii) Debt in respect of performance, surety, bid, appeal bonds, completion guarantees or other similar obligations provided in the ordinary course of business, including guarantees or obligations of the Borrower and its Subsidiaries with respect to letters of credit supporting such performance, surety, bid, appeal bonds, completion guarantees or other similar obligations but excluding Debt incurred through the borrowing of money, Capitalized Leases and purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1obligations; (e) Hedging Arrangements permitted under Section 6.15; (fix) Debt arising from consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants of the endorsement Parent or any of instruments for collection its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent or any of its direct or indirect parent companies permitted by Section 5.02(g) in the ordinary course of business; (gx) [Reserved]Cash management obligations and other Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (jxi) Debt arising from consisting of the financing of insurance premium of the Borrower or any Subsidiarypremiums, so long as (i) the principal aggregate amount of payable pursuant to such Debt shall does not be in excess of materially exceed the amount of the unpaid cost of, premium for such insurance; (xii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xiii) Debt of the Parent to the Borrower in lieu of any payment permitted to be made pursuant to Section 5.02(g); (xiv) other Debt of the Borrower and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the its Subsidiaries in an aggregate principal amount of Debt at any time outstanding pursuant not to this clause (j) shall not exceed $5,000,0001,500,000; (kxv) secured Debt not otherwise permitted under the preceding provisions Guarantee Obligations in respect of indemnity agreements to title insurers to cause such title insurers to issue title insurance policies; (xvi) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xv) of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n5.02(b); (mxvii) unsecured Debt not consisting of Permitted Earn-Out Obligations; (a) Guarantee Obligations of a Loan Party in respect of Debt of a Loan Party otherwise permitted under the preceding provisions of by this Section 6.1 5.02(b), and (including extensions, refinancings, refundings, replacements and renewals b) Guarantee Obligations of thereof subject to a Subsidiary of the penultimate paragraph Parent that is not Loan Party in respect of Debt of the Parent or any of its Subsidiaries otherwise permitted by this Section 6.15.02(b); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (Axix) any such extension, renewal, replacement, modification or refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and described in paragraphs (B) the covenantsii), events of default(iii), subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (div) and (kv) is further limited to (yof this Section 5.02(b) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)that would be a Permitted Refinancing thereof.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Parent, the Borrower and any manner become liableof their respective Restricted Subsidiaries, (A) Debt under the Loan Documents; (B) the Surviving Debt; (C) Debt of the Parent, directly, indirectly, the Borrower or contingently any Restricted Subsidiary as an account party in respect ofof letters of credit (which do not constitute Letters of Credit hereunder) in an aggregate stated amount at any time outstanding not in excess of $30,000,000; (D) Debt of (i) any Loan Party that is owed to any other Loan Party, (ii) any Restricted Subsidiary of the Parent that is not a Loan Party owed to any Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan Party owed to any Subsidiary of the Parent that is not a Loan Party which, to the extent that the aggregate amount for all such Debt exceeds $10,000,000, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise on terms reasonably satisfactory to the Administrative Agent) and (iv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the extent constituting an Investment permitted by Section 5.02(f); (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower or the Parent after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower or the Parent (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the following (collectively, Borrower or the “Permitted Debt”):Parent); (aF) Debt in connection with Securitization Transactions up to an aggregate amount not to exceed $75,000,000; (G) Credit Agreement Refinancing Debt; (H) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the Obligations Senior Secured Leverage Ratio is less than 3.50:1.00 and (ii) the Banking Services Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04, and provided further that, if such Debt is unsecured, (a) in no event shall the terms of such Debt require any scheduled payment of principal in cash of such Debt prior to the Termination Date, (b) a Restricted Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of the Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Obligations); (bI) [Reserved]Debt comprising Capitalized Lease Obligations or the deferred purchase price of newly-acquired equipment and other property or incurred to finance the acquisition of newly-acquired equipment pursuant to purchase money mortgages or otherwise, or in contemplation of a Sale and Leaseback Transaction pursuant to Section 5.02(h)(ii), to the extent the conditions set forth therein are satisfied; provided that such Debt is incurred within 270 days following the acquisition thereof, or if such property or equipment is purchased in installments, within 270 days of the final purchased installment; (cJ) intercompany Debt consisting of guaranties described in Section 5.02(b)(i)(H); (K) Debt incurred by the Borrower or a Restricted Subsidiary in a principal amount not to exceed $150,000,000 at any time outstanding, which Debt may be incurred only if (i) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the Debt shall be incurred under the RR Act or such Debt shall be incurred as a bridge to a refinancing for Debt to be incurred under the RR Act, and the proceeds thereof used solely for purposes consistent with the RR Act, (iii) the Debt shall not have a maturity date earlier than the Termination Date in respect of the Revolving Credit Party owing Commitment and (iv) the fair market value (as determined in a commercially reasonable manner by the Borrower) of the RR Assets used to any other Credit Partysecure Debt under this clause shall not materially exceed the amount of the Debt that is being secured by such RR Assets; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fL) Debt arising from the endorsement in respect of instruments for collection performance, surety or appeal bonds (in each case not in respect of borrowed money) provided in the ordinary course of businessbusiness of the Parent, the Borrower and their Restricted Subsidiaries; (gM) [Reserved]Debt incurred under Hedge Agreements to the extent permitted under Section 5.02(k); (hN) a guaranty Refinancing Debt incurred in respect of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1Sections 5.02(b)(i)(B), (E), (F) or (K); provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt;and (iO) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by industrial revenue bonds or other similar governmental or municipal bonds; provided that before and after giving effect to the incurrence of such Debt, the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 6.3(d), Section 6.3(e) and Section 6.3(n);5.04. (mii) unsecured Debt not otherwise permitted under owed by the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided thatParent, the aggregate outstanding principal amount Borrower, or any Restricted Subsidiary of the Parent to Meridian Speedway which Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment $100,000,000 and be subordinated in right of payment to the Obligations of such Person under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other Loan Documents pursuant to provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less at least as favorable to the Lenders than as those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 abovethe Affiliate Subordination Agreement (or otherwise, including the specific requirements under clause (j) above. Notwithstanding anything herein on terms reasonably satisfactory to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentenceAdministrative Agent).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in permit any manner become liableof its Restricted Subsidiaries to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and (ii) the Banking Services ObligationsLoan Documents; (b) [Reserved]Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) intercompany Debt incurred by any Credit Party owing in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to any other Credit Partytime after the Closing Date; provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes that are non-speculative in nature (including with respect to the term and purpose thereof); (d) purchase money debt or Capital Leases Debt of (including extensionsA) the Borrower owing to any Restricted Subsidiary, refinancings, refundings, replacements and renewals (B) any of thereof subject the Restricted Subsidiaries owing to the penultimate paragraph Borrower or any other Restricted Subsidiary; provided that (i) any such Debt consisting of this Section 6.1), subject a loan or advance by a Loan Party shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the limitations Security Documents, (ii) any such Debt owing by a Loan Party to a Non-Guarantor Subsidiary shall be unsecured and subordinated in right of payment to the last paragraph payment in full of this the Obligations pursuant to the terms of the Intercompany Note and (iii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 6.17.6; (e) Hedging Arrangements permitted (i) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets of the Borrower or any Restricted Subsidiary so long as such Debt is incurred not more than 180 days after the date of acquisition or completion of construction or improvement, (ii) Debt assumed in connection with the acquisition of any fixed or capital assets of the Borrower or any Restricted Subsidiary (other than any such Debt created in contemplation of such acquisition that does not secure the purchase price or Debt incurred to pay the purchase price), and (iii) any Permitted Refinancing of Debt described in the preceding clauses (i) and (ii); provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 6.157.2(f), shall not exceed the greater of $83,750,000 or 50% of Consolidated EBITDA for the most recently completed Measurement Period; (f) Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt arising from at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $83,750,000 and 50% of Consolidated EBITDA for the most recently completed Measurement Period; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) Debt in an aggregate amount not to exceed the greater of $83,750,000 and 50% of Consolidated EBITDA for the most recently completed Measurement Period at any time outstanding, and any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gj) [Reserved]Debt comprised of indemnities given by the Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Restricted Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (hk) a guaranty Debt comprised of Debt so long as such underlying Debt is liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise permitted under this disposed of, or that are merged or consolidated pursuant to Section 6.17.4(d) or Section 7.5(c) or (f); provided thatthat such liabilities or other obligations were not created or incurred in contemplation of the related sale, for the avoidance of doubtlease, such guaranty shall also be subject to the limitations of such underlying Debttransfer or other disposition, merger or consolidation; (il) [Reserved]Debt of Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed the greater of $58,600,000 and 35% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period at any time outstanding; (jm) Permitted Incremental Equivalent Debt, and any Permitted Refinancing thereof; (n) Debt arising from under Cash Management Agreements and similar arrangements in each case in connection with cash management, financial services and deposit accounts in the financing ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e), (i), (k) or (o) or Section 7.4(c), and any Permitted Refinancing thereof, and Debt of any Person that is incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection with an acquisition by the Borrower or such Restricted Subsidiary or any other Investment pursuant to Section 7.6(e), (i), (k) or (o) or Section 7.4(c), and any Permitted Refinancing thereof; provided that after giving pro forma effect to such permitted acquisition or other similar Investment, the aggregate amount of Debt incurred pursuant to this clause (p) at any time outstanding does not exceed the greater of $83,750,000 and 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period; (q) Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any Subsidiaryof its Restricted Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, so long as unemployment insurance or similar social security legislation (iother than in respect of employee benefit plans subject to ERISA), public, regulatory or statutory obligations or payment of customs duties in connection with the importation of goods; (r) Permitted Other Debt and any Permitted Refinancing thereof; (s) [reserved]; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the principal Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts and holdback amounts) or other similar adjustments; (v) Debt incurred by a Restricted Company under letter of credit facilities in an aggregate amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt exceed $5,000,000 at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timeoutstanding; and (nw) Debt constituting earnall premiums (if any), interest (including post-out obligationspetition interest), fees, expenses, charges and additional or contingent interest on obligations or similar contingent obligations described in clauses (a) through (v) above. For purposes of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in determining compliance with this Section 6.1 shall be subject to the following conditions: 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any such refinancing Debt is portion thereof) described in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinancedSections 7.2(a) through (w) but may be permitted in part under any relevant combination thereof (and subject to compliance, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced where relevant, with Section 7.1), and (B) in the covenantsevent that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), events the Borrower from time to time may, in its sole discretion, classify, divide, reclassify or redivide such item of default, subordination Debt (or any portion thereof) in any manner that complies with this Section 7.2 and other provisions thereof will be entitled to only include the amount and type of such item of Debt (including or any guarantees portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be, in the aggregate, no less favorable be treated as having been incurred or existing pursuant only to the Lenders than those contained in the Debt being renewed such clause or refinanceclauses (or any portion thereof); provided that, that all Debt outstanding under this Agreement and the foregoing conditions are not, and other Loan Documents shall not at all times be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under deemed to have been incurred pursuant to clause (ja) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)this Section 7.2.

Debt. No Credit Party shall, Neither the Borrower nor any Restricted Subsidiary shall it permit any of its Subsidiaries toincur, create, assume, incur, suffer assume or permit to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):of any of them except: (a) (i) the Obligations and Loans; (ii) Debt secured by the Banking Services ObligationsLiens permitted by Section 5.02(d)(iii); provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (biii) [Reserved]; unsecured recourse liabilities (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount uncollectible amounts of the unpaid cost of, and shall be incurred only to defer accounts receivable sold) of the cost of, such insurance for Borrower arising from the underlying term sale of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000accounts receivable; (kiv) secured Debt not otherwise permitted under unsecured loans and advances between the preceding provisions of this Section 6.1 (including extensionsRestricted Subsidiaries, refinancings, refundings, replacements to any Restricted Subsidiary from the Borrower and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by Borrower from any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6Restricted Subsidiary; (lv) unsecured purchase money Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating secured by Liens referred to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (nin Section 5.02(d)(ii) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount excess of the Debt being renewed or refinanced, plus purchase price of the amount of any premiums required to be paid thereon related asset in each individual case and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 15,000,000 principal amount for all such outstanding purchase money Debt in the aggregate; (including extensions, refinancings, refundings, replacements and renewals vi) unsecured Debt of thereof subject the Borrower with a maturity less than 90 days pursuant to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in uncommitted lines of credit with an outstanding aggregate outstanding principal amount not at any time in excess of $10,000,000 10,000,000; (vii) additional Debt (including extensionsGuarantees of any Debt of a Third Party and Capitalized Lease Obligations) of the Borrower with an outstanding aggregate principal amount not at any time in excess of $25,000,000 which shall, refinancingsexcept for Liens of Capitalized Lease Obligations permitted by Section 5.02(d)(ii) or (vi), refundings, replacements and renewals be unsecured; (viii) additional Debt of thereof subject the Borrower fully subordinated to the foregoing sentenceLoans on terms approved by the Administrative Agent; and (ix) Debt consisting of a pledge of investments in Nonrestricted Subsidiaries permitted by Section 5.02(d)(viii); provided that such Debt is recourse solely to the investment so pledged.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) obligations (contingent or otherwise) existing or arising under (i) any Hedging Agreement between a Loan Party and a Secured Party (or an Affiliate of a Secured Party) and (ii) any Hedging Agreement between a Loan Party and a Person that is not a Secured Party (provided that the Hedging Termination Value owed by the Loan Parties with respect to all such Hedging Agreements referred to in this clause (ii) shall not exceed $50,000,000 in the aggregate); provided that, in all such cases, (A) such obligations are (or were) entered into by such Loan Party in the Ordinary Course of Business and (B) such Hedging Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Debt owed by a Loan Party or a Subsidiary of a Loan Party to any other Loan Party which Debt is permitted as an Investment under the provisions of Section 10.2.3; (c) Debt under the Loan Documents; (d) Debt outstanding on the date hereof and listed on Schedule 10.2.2; provided that (i) the Obligations Loan Parties may only make regularly scheduled payments of principal and interest in respect of such Debt in accordance with the terms of the agreement or instrument evidencing or giving rise to such Debt as in effect on the Closing Date, (ii) the Banking Services Obligations; Loan Parties shall not, directly or indirectly, (bA) [Reserved]; (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt amend, modify, alter or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to change the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount terms of such Debt shall not be or any agreement, document or instrument related thereto as in excess of effect on the amount of Closing Date except that the unpaid cost ofLoan Parties may, and shall be incurred only after prior written notice to the Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the cost oftiming of any payments in respect thereof, such insurance for the underlying term or to forgive or cancel any portion of such insurance policyDebt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (iiB) is redeem, retire, defease, purchase or otherwise on customary termsacquire such Debt, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) Loan Parties shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject furnish to the penultimate paragraph of this Section 6.1); provided that, (i) Agent all notices or demands in connection with such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered either received by any Lien securing such Debt shall not be Collateral Loan Party or on its behalf, promptly after the receipt thereof, or sent by any Property that is required to be Collateral under Section 5.6; Loan Party or on its behalf, concurrently with the sending thereof, as the case may be; (le) unsecured Debt Contingent Obligations of any Guarantor in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 hereunder; (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1f); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Loan Party shallshall incur or maintain any Debt, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the Obligations same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the Banking Services Obligations; aggregate amount of such Debt (bincluding Capital Leases) [Reserved]; (c) intercompany Debt incurred by outstanding does not exceed $5,000,000 at any Credit Party owing to any other Credit Party; time; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements Debt consisting of intercompany loans and renewals of thereof subject advances made between the Loan Parties to the penultimate paragraph of this extent consistent with Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; 7.29; (e) Hedging Arrangements permitted under Section 6.15; Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are not materially less favorable to such Consolidated Member, the Agent or the Lenders than the original Debt; (f) Debt arising from in respect of Hedge Agreements entered into for non-speculative purposes related to hedging interest rates, currency values and commodities in connection with the Core Business; (g) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (g) [Reserved]; ; (h) Debt arising by reason of Guaranties by a guaranty of Debt so long as such underlying Debt is otherwise Loan Party permitted under this Section 6.17.12(b); provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the MAST Debt in a principal amount of such not to exceed $20,000,000, less any principal payments on the MAST Debt shall not be in excess of the amount of the unpaid cost of, from time to time; and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) other unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount at any time outstanding not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)1,000,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than than, in the following (collectively, case of the “Permitted Debt”):Borrower and any of its Subsidiaries: (a) (i) Debt under the Obligations and Loan Documents, (ii) the Banking Services ObligationsSurviving Debt, (iii) the Replacement Debt, provided that: (A) such Debt is incurred only after the Working Capital Termination Date as defined in clause (x) of the definition thereof contained in Section 1.01; (bB) [Reserved];such Debt is incurred only after all outstanding Working Capital Advances shall have been, or shall be concurrently with the incurrence of such Debt, paid or prepaid in full, together with all accrued and unpaid interest thereon and other fees and amounts related to the Working Capital Advances and Working Capital Commitments; and (cC) intercompany such Debt is for a maximum amount no greater than $7,500,000 or the equivalent thereof at any time outstanding, (iv) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate amount equal to $500,000 at any time outstanding, (v) Debt secured by Liens permitted by Section 5.02(a)(vi), (vi) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, the Borrower or any of its Subsidiaries or becomes a Subsidiary of the Borrower in accordance with the provisions of Section 5.02(e)(vi); PROVIDED that such Debt was not incurred in contemplation of such merger, consolidation or investment; and PROVIDED FURTHER that the aggregate amount of all Debt incurred by hereunder shall in no event exceed $1,000,000 in the aggregate at any Credit Party owing to any other Credit Party;time outstanding, (dvii) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals indorsement of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (jviii) Debt arising from consisting of guaranty Obligations in the financing ordinary course of insurance premium business of the obligations of suppliers, customers, franchisees and licensees of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000;its Subsidiaries, (kix) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d)any bankers' acceptance, Section 6.3(e) and Section 6.3(n);letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, (mx) unsecured Debt not otherwise permitted under in respect of Hedge Agreements incurred in the preceding provisions ordinary course of this Section 6.1 (including extensionsbusiness and consistent with prudent business practice, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (nxi) Subordinated Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or not to exceed in the aggregate $10,000,000 at any Subsidiary arising from or relating time outstanding, PROVIDED that such Subordinated Debt may be incurred on any date only if the ratio of Consolidated EBITDA of the Borrower and its Subsidiaries for the Measurement Period ending with the end of the most recent Fiscal Quarter to the Closing Date Acquisition or a Permitted Acquisition; provided thatsum of (1) cash interest payable on, the aggregate outstanding principal amount and amortization of debt discount in respect of, all Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required Borrower and its Subsidiaries scheduled to be paid thereon during the period of 12 months next succeeding such date, PLUS (2) principal amounts of all Debt payable (other than repayments of Working Capital borrowings as a result of a non-extension of the Working Capital Commitment) by the Borrower and reasonable fees its Subsidiaries scheduled to be paid during the period of 12 months next succeeding such date, PLUS (3) interest on such Subordinated Debt to be incurred on such date, scheduled to be paid during the period of 12 months next succeeding such date, is not less than 2.75 to 1; PROVIDED, FURTHER, that Subordinated Debt which does not require interest to be paid in cash until such ratio has been satisfied may be issued notwithstanding the failure to satisfy such ratio; and expenses associated therewith PROVIDED, FURTHER, that no payment of principal of or deferred interest on such Subordinated Debt shall by the terms of such Debt be due and an amount equal payable until after the Advances have all been paid in full in cash; and such Subordinated Debt shall be in all other respects on terms reasonably acceptable to any unutilized active commitment under the Lender, (xii) Subordinated Debt being renewed of the Borrower resulting solely and directly from the lending of Funds To Complete (as defined in the Completion Guaranty) by the Shareholders pursuant to Section 2.01(b)(ii) of the Completion Guaranty, PROVIDED that on the date of such lending no event shall have occurred and shall be continuing, or refinanced would result from such lending, that constitutes a Default, and (xiii) Subordinated Debt of the Borrower the proceeds of which are used solely and directly to pay or prepay (Bpursuant to Section 2.05(a)) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Term Advances then outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (ii) in the Banking Services Obligationscase of the Loan Parties; (bA) [Reserved]Debt under the Loan Documents; (cB) intercompany Capitalized Leases and Debt incurred secured by Liens permitted by Section 5.02(a)(iv)(2) not to exceed in the aggregate $6,000,000 at any Credit Party owing to any other Credit Partytime outstanding; (dC) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1Surviving Debt; (eD) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (gE) [Reserved]Debt under the Pre-Petition 1997 Credit Agreement; (hF) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for Senior Notes and the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying DebtSenior Subordinated Notes; (i) [Reserved]; (jG) Debt arising from extending the financing maturity of, or refunding or refinancing, in whole or in part, Debt described in clauses (B), (C), (E), and (F) above, provided that (1) the terms of insurance premium any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Borrower Loan Documents, (2) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any Subsidiaryagreement entered into and of any instrument issued in connection therewith, so long as are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to such extending refunding or refinancing Debt does not exceed the then applicable market interest rate, and (i3) in the case of any Surviving Debt, the principal amount of such Surviving Debt shall not be in excess of increased above the amount of the unpaid cost ofprincipal amount, and shall be incurred only interest accrued to defer the cost ofdate of refinancing, thereof outstanding immediately prior to such insurance for the underlying term of such insurance policyextension, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000refunding or refinancing; (kH) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the an aggregate outstanding principal amount of Debt permitted under this clause (m) shall not to exceed $2,500,000 at any timetime $2,500,000; (I) Debt incurred in connection with the Credit Card Program; and (nJ) Subordinated Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating not to the Closing Date Acquisition or a Permitted Acquisition; provided that, exceed in the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)50,000,000.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, The Company will not create, assume, incur, assume or suffer to exist, or in permit any manner become liableSubsidiary to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”):following: (a) (i) Debt under the Obligations and Loan Documents; (ii) Debt under the Banking Services ObligationsBank Agreement Documents; (biii) [Reserved]Debt existing on the date of this Agreement and described in Schedule 6C(2), including renewals and refinancings of such Debt, so long as the principal amount thereof is not increased; (civ) intercompany Debt incurred by any Credit Party owing to any other Credit Partyunder one or more Interest Rate Contracts or Hydrocarbon Hedge Agreements; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (fv) Debt arising from the in respect of endorsement of negotiable instruments for collection in the ordinary course of business; (g) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (jvi) Debt arising from between the financing of insurance premium of the Borrower Company and any Subsidiary or any Subsidiarybetween Subsidiaries, so long as provided that (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (ia) such Debt is subject noted on the books and records of the Company and its Subsidiaries and (b) in the case of any Debt owed by the Company or any Subsidiary that is a Guarantor, such Debt is subordinated to the limitations Obligations of the Company or such Subsidiary under the Loan Documents on terms and conditions, and pursuant to documentation, in form and a substance satisfactory to the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6Required Holders in their sole discretion; (lvii) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n)Capital Leases not exceeding $5,000,000 in aggregate amount equivalent to principal at any time outstanding; (mviii) unsecured Debt secured by Liens permitted by paragraph 6C(1)(iv), not otherwise permitted exceeding $3,000,000 in aggregate principal amount at any time outstanding; (ix) at any time following the termination of the Revolver B Commitments under the preceding provisions Bank Agreement, termination of this Section 6.1 (including extensionsall Letters of Credit, refinancingsrepayment of all Revolver B Advances under the Bank Agreement, refundingsreimbursement of all drawings under Letters of Credit and payment of all interest, replacements fees and renewals other amounts payable in respect of thereof subject to the penultimate paragraph Revolver B Advances under the Bank Agreement, Debt of this Section 6.1); provided that, the Company or its Subsidiaries in respect of letter-of-credit facilities not exceeding $10,000,000 in the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any timetime outstanding; and (nx) Debt constituting earn-out obligationsin addition to that described above, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed exceeding $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above 5,000,000 in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of at any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) intercompany Debt incurred by consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party owing in connection with the operation of its Oil and Gas Properties, including with respect to any other Credit Partyplugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money debt indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (including extensions, refinancings, refundings, replacements and renewals of thereof subject d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1cause a Default; (e) Hedging Arrangements permitted to the extent not prohibited under Section 6.15; (f) Debt arising from in the endorsement form of instruments (i) accounts payable to trade creditors for collection goods or services, (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Credit Parties for goods or services and (iii) current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP.; (g) [Reserved]Debt consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (i) to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (ii) to extend the tenor of the RockPile Agreement; (h) a guaranty Debt consisting of Debt so long as such underlying Debt is otherwise permitted take-or-pay obligations under this Section 6.1the Caliber Agreements; provided thatthat the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, for including increasing any amounts owed by the avoidance Borrower thereunder or any extension of doubt, such guaranty shall also be subject to the limitations of such underlying Debtterm thereunder; (i) [Reserved]Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Borrower is in pro forma compliance with Sections 6.16 of the First Lien Credit Agreement as in effect on the date hereof, Section 6.17 hereof and Section 6.21 hereof after giving effect to any such issuance; (jii) such Debt arising from is not secured by any Lien; (iii) no principal amount of such Debt matures earlier than six months after the financing Maturity Date; (iv) no Default or Event of insurance premium Default is occurring at the time of, or would occur as a result of, any such issuance; (v) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Credit Documents; (vi) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any Subsidiaryof its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (vii) upon the issuance of any such Debt, so long as (i) the principal Borrower shall make a mandatory prepayment on the Advances in an amount equal to the lesser of such Debt shall not be in excess of the then outstanding Advances or the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term net proceeds received in respect of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000Debt; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (mj) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) thereof shall not exceed $2,500,000 1,000,000 at any time; and (nk) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of under the Borrower or any Subsidiary arising from or relating First Lien Credit Agreement to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt extent permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)Intercreditor Agreement.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, (other than the Regulated Subsidiaries and the AESC Companies) to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than pursuant to the following (collectivelyLoan Documents, the “Permitted Debt”):except: (a) (i) Debt under the Obligations and Loan Documents; (ii) until the Banking Services ObligationsClosing Date, Debt in respect of the Existing Credit Agreement; (biii) [Reserved]Surviving Debt; (civ) unsecured intercompany Debt incurred by owed to AYE or any Credit Party owing Subsidiary to any other Credit Partythe extent permitted under Section 5.02(f); (dv) purchase money debt or Capital Leases Debt in respect of Hedge Agreements (including extensionsCommodity Hedge Agreements) entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which AYE or any Subsidiary of AYE is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, refinancings, refundings, replacements and renewals capacity or energy (or of thereof subject to any fuel required for the penultimate paragraph of this Section 6.1generation thereof), subject to the limitations Emissions Credits or energy attributes or (B) risks in the last paragraph respect of this Section 6.1interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (evi) Hedging Arrangements Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including any Capital Expenditures) of AYE or any Subsidiary of AYE (other than the Regulated Subsidiaries and the AESC Companies); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi) and Section 5.02(b)(vii) shall not exceed $7,500,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount, together with the aggregate principal amount of all Debt permitted under Section 6.155.02(b)(vi), not in excess of $7,500,000 at any time outstanding; (fviii) Debt of any Person that either (x) is merged into or consolidated with AYE or any Subsidiary of AYE, or (y) becomes a Subsidiary of AYE after the date hereof in either case in accordance with the terms of Section 5.02(f), provided that with respect to clause (y) (A) such Debt is existing at the time such Person becomes a Subsidiary of AYE (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of AYE), (B) immediately after giving effect to the investment in such Subsidiary, no Default shall have occurred and be continuing, and (C) such Debt is non-recourse to AYE or any other Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or to its Subsidiaries at the time of such investment); (ix) Debt arising from the endorsement honoring by a bank or financial institution of instruments for collection a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (x) Debt in respect of workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by AYE or any Subsidiary of AYE in the ordinary course of business; (gxi) [Reserved]Debt that may be deemed to arise as a result of agreements of AYE or any of Subsidiary of AYE providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of AYE consummated not in contravention of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by AYE or such Subsidiary in connection with such sale or disposition; (hxii) a guaranty Debt of Debt AYE represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of AYE or its Subsidiaries so long as as, after giving effect to such underlying Debt is otherwise permitted under this letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby) AYE would be in compliance with Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt5.02(f)(v); (ixiii) [Reserved]reimbursement obligations owed to Affiliates for amounts paid on behalf of any Borrower or any of Subsidiary of any Borrower in accordance with applicable requirements under Applicable Law with respect to the provision of goods or services to AYE or such Subsidiary; (jxiv) other unsecured Debt arising from the financing of insurance premium of the Borrower AYE or any Subsidiary, so long as (i) the principal amount Subsidiary of such Debt shall AYE not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt exceed $20,000,000 at any time outstanding pursuant outstanding; provided such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to this clause (j) shall not exceed $5,000,000such date; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (lxv) unsecured Debt in respect of Investments obligations of AYE or any Subsidiary of AYE to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations (A) are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money, (B) are not more than 90 days past due and (C) are not subject to a Contest; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted by Section 6.3(dunder clauses (i), Section 6.3(e(iii), (vi), (vii), (viii) and Section 6.3(n(xiv) above or this clause (xvi); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (nxvii) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations Contingent Obligations incurred by AYE or its Subsidiaries in connection with loans and advances to its employees in the ordinary course of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt its business as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is presently conducted in an aggregate principal amount not greater than to exceed $2,000,000 at any time outstanding; (xviii) secured or unsecured Debt owed to PNC Bank, National Association from time to time in connection with the extension of credit to AYE or its Subsidiaries for the account of one or more employees or departments of AYE or its Subsidiaries in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of AYE or its Subsidiaries in an aggregate principal amount of not to exceed $10,000,000 at any one time outstanding; (xix) unsecured Debt incurred by AYE, any Regulated Subsidiary or any Buffalo Creek SPV in connection with the Debt being renewed or refinanced, plus the amount of Buffalo Reserve Project and/or any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 Joint Ventures in an aggregate outstanding amount not in excess of to exceed $10,000,000 75,000,000 at any time outstanding; provided that such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)xx) Services Corp Regulated Debt; and and (zxxi) Services Corp AESC Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of to exceed $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)17,500,000 at any time outstanding.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) (i) Obligations under this Agreement and the Obligations and (ii) the Banking Services Obligationsother Loan Documents; (b) [Reserved]Debt under any Approved AR Loan Facility and extensions, renewals and re- financings thereof; provided that the aggregate principal amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) at any time outstanding in relation to such Approved AR Loan Facility shall not exceed $5,000,000; provided that, (A) the principal amount of such Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) is not increased pursuant to any such renewal, extension, refunding or refinancing, and (B) any such refinancing renewal, extension or refunding shall continue to constitute usage of any basket under which such Debt was originally incurred, created or assumed; (c) intercompany Subordinated Debt incurred by any Credit Party owing to any other Credit Partyand extensions, renewals, and re-financings thereof; (d) purchase money debt Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Capital Leases (including Section 7.2(o) and extensions, refinancingsrenewals and re-financings thereof; provided that the aggregate principal amount of all such Debt (excluding an amount equal to accrued interest, refundingspremiums, replacements fees and renewals of thereof subject to the penultimate paragraph of this expenses associated therewith or with any extension, renewal or re-financing) permitted under Section 6.1), subject to the limitations in the last paragraph of this Section 6.17.2(d) at any time outstanding shall not exceed $500,000; (e) Debt with respect to any Hedging Arrangements permitted under Section 6.15Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the endorsement acquisition or disposition of instruments any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for collection goods purchased in the ordinary course of business; (g) [Reserved]Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, and including, without limitation, treasury, depository, credit or debit card, “p-cards,” electronic funds transfer, foreign exchange services, zero balance arrangements, liquidity management tools (such as physical pooling or cash concentration) and other cash management arrangements, including any other arrangement designated in good faith by any Borrower to Agent as being a “cash management arrangement,” in each case incurred in the ordinary course of business; (h) a guaranty Debt incurred in connection with surety bonds, performance bonds or letters of Debt so long as such underlying Debt is credit for worker’s compensation, unemployment compensation and other types of social security and otherwise permitted under this in the ordinary course of business or referred to in Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt7.2(e); (i) [Reserved];Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by Borrower in connection therewith; and (j) unsecured Debt arising from the financing of insurance premium of the Borrower or any Subsidiary(which for further clarity shall exclude accounts payable, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost oftake-or- pay contracts, and shall be other current liabilities incurred only by Loan Parties in the ordinary course of business), in addition to defer the cost ofDebt listed above, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and (iii) the in an aggregate principal outstanding amount of Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re- financing) not at any time outstanding pursuant to this clause (j) shall not exceed exceeding $5,000,000250,000 and extensions, renewals and re-financings thereof; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided thatextent constituting Debt, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered obligations due by any Lien securing Loan Party or Subsidiary thereof under such Debt shall not be Collateral Loan Party’s or any Property that is required to be Collateral under Section 5.6their respective Subsidiaries’ Product warranty programs; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) arising from cash pooling arrangements among the Loan Parties and Section 6.3(n);their Subsidiaries; and (m) unsecured Debt not otherwise permitted under incurred in connection with the preceding provisions financing of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any insurance premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment ordinary course of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence)business.

Debt. No Credit Party shallHoldings and the Borrower shall not, nor and shall it not permit any of its Subsidiaries to, create, incur, assume, incur, suffer permit to exist, exist or in any manner become liable, directly, indirectly, or contingently in respect of, maintain any Debt or Contingent Obligation, other than the following Debt (collectively, the “Permitted Debt”): (a) (i) Debt of Holdings and any of its Subsidiaries under the Obligations and (ii) the Banking Services ObligationsLoan Documents; (b) [Reserved](i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) intercompany Capital Leases and purchase money Debt incurred by to finance the acquisition, construction, repair, replacement, lease or improvement of any Credit Party owing equipment acquired after the Closing Date (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to any other Credit Partya loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) 5.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments endorsements for collection or deposit, in either case in the ordinary course of business; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in interest rates under this Credit Agreement and the usage of gas, diesel and electricity and (y) not for speculative purposes; (f) Guaranties by Holdings and its Subsidiaries in respect of Debt of Holdings or any of its Subsidiaries otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Subsidiary of Holdings that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Subsidiary of Holdings of any Debt of an Obligor shall be permitted unless such Subsidiary shall have also provided a Guaranty of the Obligations; (g) [Reserved](i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) a guaranty Debt of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject any Obligor owing to the limitations of such underlying Debtany other Obligor; (i) [Reserved]; Debt of any Obligor or Subsidiary of Holdings in respect of (ji) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt arising from owed to any Person providing, or relating to the financing of provision of, workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance premium of the Borrower to any Obligor or any Subsidiaryof its Subsidiaries, so long as (i) the principal amount of such Debt shall is not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of year in which such insurance policyDebt is incurred and such Debt is outstanding only during such year, (ii) is otherwise on customary terms, and (iii) Debt in respect of cash management services, netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Subsidiary of Holdings maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the aggregate principal amount ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (i) unsecured Debt incurred under this clause (j)(i) at any time outstanding pursuant in an aggregate principal amount not to exceed the greater of (x) $7,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); and (ii) Debt incurred under this clause (jj)(ii) shall at any time outstanding in an aggregate principal amount not to exceed the greater of (x) $5,000,0007,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); (k) secured Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Subsidiaries of Holdings incurred in the ordinary course of business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not otherwise to exceed in the aggregate outstanding at any time $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Subsidiaries of Holdings under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Subsidiaries of Holdings to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) [reserved]; (p) prepaid or deferred revenue arising in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry; (i) ABL Facility Indebtedness in an aggregate principal amount of loans and letters of credit not to exceed the lesser of (A) $38,500,000 and (B) the amount permitted under the preceding provisions ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1)ABL Intercreditor Agreement; provided thatthat (x) the Lenders shall have reasonably approved each ABL Credit Agreement and related loan documentation, (iy) the ABL Facility Indebtedness is secured by (1) a first-priority security interest in the Current Asset Collateral of Holdings and its Subsidiaries and (2) a second-priority security interest in the Fixed Asset Collateral and (z) such Debt is subject to the limitations in the last paragraph of this Section 6.1 ABL Intercreditor Agreement, and (ii) solely on the Properties encumbered by any Lien securing Closing Date, ProFrac Term Facility Indebtedness provided that such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6paid off with the proceeds of the Loans on the Closing Date; (lr) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of Investments permitted obligations of Holdings or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by Section 6.3(d), Section 6.3(esuppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any of its Subsidiaries in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and Section 6.3(n)not in connection with the borrowing of money; (mt) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensionsMonarch Acquisition Seller Debt, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than to exceed $54,687,500 less the aggregate amount of all payments and prepayments in respect of the principal amount of thereof after the Debt being renewed or refinancedClosing Date (excluding any fees, plus the amount of any premiums required to costs, expenses and indemnification obligations that may also be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenantspayable thereunder), events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, for so long as the foregoing conditions are notMonarch Acquisition Seller Debt is outstanding, the Lenders hereunder shall have a second-priority Lien on any assets granted as collateral pursuant to the Monarch Security Documents (other than Excluded Assets and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement subject to the same customary limitations and requirements set forth in Section 6.1 abovethe Security Agreement); (u) all premiums (if any), interest (including the specific requirements under clause post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (ja) through (t) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).