Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations Debt arising under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable any fixed or capital asset (including (i) obligations under Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a transaction permitted by Section 10.10(cLien on such asset prior to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (ix) such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date of such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any such Debt shall not at any time exceed the greater of (A) $15,000,000 80,000,000 and (iiB) all such Debt shall have terms that are reasonably acceptable to 10% of the Administrative Agentconsolidated tangible assets of the Company and its Subsidiaries; (c) Debt secured by Liens permitted by Section 10.8(d10.8(c); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000, (f) or (k); (d) Debt of Subsidiaries owed to the Parent (or any other Subsidiaryundrawn commitment therefor) existing on the Closing Date and listed in Schedule 10.7; (e) Hedging Obligations refinancings, extensions or renewals of any of the foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the Company to Subsidiaries; (g) Subordinated Debtordinary course of business; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is a Person acquired in connection with a Permitted Acquisition that was not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary incurred in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)contemplation thereof; (i) Debt from the Parent owing to of the Company solely to the extent that the proceeds or a Significant Subsidiary as an account party in respect of such Debt are used by the Parent to pay its taxes trade and reasonable accounting, legal and corporate overhead expenses, in each case as they become duestandby letters of credit; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leasessurety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted by Section 10.19hereunder; and (lo) other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in an this clause (o) after the Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate principal amount not exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to exceed $25,000,000 at any timeSection 10.1.1 or 10.1.2.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) Subordinated Debt and unsecured seller Debt (including contingent payments incurred in connection with a transaction permitted by Section 10.11(c)) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c) and the existing Debt listed on Schedule 10.7(b); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent10,000,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d) and other Debt outstanding on the date hereof and listed in Schedule 10.7(c); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0005,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary to any Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries;; and (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any to be Repaid; provided that all such Debt so long as to be Repaid shall be repaid on or before the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timeEffective Date.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company or any Subsidiary which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount ---------------- -------- of all such unsecured Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent2,500,000; (c) Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , and ------------------ --- refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding -------- shall not exceed (i) $2,000,000;4,500,000 in the case of all Debt described in subsections 10.8(c) and clauses (i), (ii) and (iii) of subsection 10.8(d) ------------------- ----------------- ----- ------------------ and (ii) $10,000,000 in the case of all Debt described in clause (iv) of ---- ----------- subsection 10.8(d); ------------------ (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) other Debt existing outstanding on the date hereof and listed on in Schedule 10.7(h)10.7; ------------- and (h) guarantees of lease obligations of independent carriers in connection with leases of equipment by such carriers, and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as provided that (c) each -------- independent carrier agrees to subcontract the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable equipment to the Company or a Subsidiary for the balance of the applicable Subsidiary in any material respect than lease term and (y) the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount so guaranteed by the Company and its Subsidiaries (without duplication) shall not to at any time exceed $25,000,000 at any time10,000,000).

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0001,300,000, $1,400,000 or $1,500,000 during the Fiscal Years ending December 31, 2000, December 31, 2001 and December 31, 2002 and thereafter, respectively, plus, in each case, an amount equal to all such Debt assumed by the Company or any Subsidiary in connection with any Acquisition made in accordance with Section 10.11; (c) Debt of Subsidiaries to the Company or to a Wholly-Owned Subsidiary; (d) unsecured Debt of Subsidiaries owed the Company to the Parent or any other SubsidiarySubsidiaries; (e) Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; (h) the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to Closing Date with the Company or proceeds of the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market ratesinitial Loans hereunder);; and (i) Debt from the Parent owing other Debt, in addition to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountinglisted above, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $100,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit (including obligations under the Guaranty); (b) unsecured seller Debt which represents arising under Capital Leases; provided that the aggregate amount of Debt arising under all or part of the purchase price payable in connection with a transaction Capital Leases (other than Capital Leases listed on Schedule 10.7 and refinancings thereof permitted by Section 10.10(cclause (j)) shall not at any time exceed $15,000,000; (c) Debt secured by Liens permitted by subsections 10.8(f), (g) and (j); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00015,000,000; (d) Debt outstanding on the date hereof and listed in Schedule 10.7 (excluding Debt to be Repaid); (e) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (ef) Hedging Obligations of the Company or any Subsidiary to any Bank or any Affiliate of a Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (fg) unsecured Debt of the Company to Subsidiaries; (gh) Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on the Effective Date; (i) Subordinated Debt; (hj) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions refinancings of any such Debt permitted under subsections (c) and (d) above so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such refinanced Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leasesrefinancing; (k) Suretyship Liabilities permitted by Section 10.19unsecured Debt of the Company or a Subsidiary denominated in Canadian dollars and obtained from one or more lenders located in Canada; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to $7,500,000; and (l) other unsecured Debt in an of the Company; provided that the aggregate principal amount of all such Debt shall not to at any time exceed $25,000,000 at any time25,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part in respect of the purchase price payable in connection with a transaction permitted by Section 10.10(c)Capital Leases; provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) unsecured Debt of Subsidiaries owed the Company to the Parent or any other Subsidiary; Subsidiaries; (e) Hedging Obligations Agreements entered into by the Company or any Subsidiary; (f) Contingent Liabilities in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; business; (g) Subordinated Debt; Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.4; (h) other Debt existing outstanding on the date hereof and listed on under the ------------ heading "Continuing Debt" in Schedule 10.7(h)10.7 or hereafter incurred in connection ------------- with Liens permitted by Section 10.8, and refinancings, amendments, restatements, supplements, refundingsextensions, renewals or extensions and refinancings ------------ of any such Debt described in this clause (h) so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof ---------- is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); increased; (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; Subordinated Debt; (j) subject Debt to be Repaid (provided that -------- all such Debt shall be paid on or before the limitations set forth in Section 10.8(kRestatement Effective Date), Debt arising under Capital Leases; ; (k) Suretyship Liabilities permitted by Section 10.19other Debt outstanding on the Restatement Effective Date listed under the heading "Continuing Debt" on Schedule 10.7; and (l) the Senior Notes, and (m) other Debt, in addition to Debt in an aggregate principal amount permitted by the foregoing clauses of this Section ------- 10.7, not to exceed $25,000,000 at any time5,000,000 in the aggregate of which not more than ---- $2,500,000 shall consist of Capital Leases, mortgage financings or purchase money obligations permitted under the Indenture.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cCompany (excluding Contingent Payments and Seller Subordinated Debt); provided that (i) the aggregate outstanding principal amount of all -------- such unsecured Debt (other than Holdbacks) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent3,000,000; (c) Debt secured by Liens in respect of Capital Leases or arising in connection with the acquisition of equipment that, in each case, either is identified in Schedule 10.7(c) or is incurred, or assumed in connection with an asset ---------------- purchase permitted by Section 10.8(d10.11, after the date hereof (it being ------------- understood that for purposes of this Section 10.7 Debt of any Person which ------------ becomes a Subsidiary after the date hereof shall be deemed to be incurred, and equipment of such Person shall be deemed to be acquired, on the date such Person becomes a Subsidiary so long as such Debt is not incurred in contemplation of such Person becoming a Subsidiary); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that -------- the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0003,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 18,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 5,000,000; and (ii) all provided, further, that the amount of such Debt shall have permitted hereunder may, at the request of the Company, be increased by up to $5,000,000 so long as such additional Debt has terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent (x) to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become duedue or (y) to consummate the Stock Repurchase; (j) other Debt in an aggregate principal amount not to exceed $5,000,000 at any time; (k) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases;; and (kl) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all in respect of Capital Leases or part of the purchase price payable hereafter incurred in connection with a transaction Liens permitted by Section 10.10(c10.8(e); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed a Dollar Equivalent amount of $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; 30,000,000; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Hedging Obligations incurred by the Parent Company or any other Subsidiary; Subsidiary to hedge bona fide business risks (and not for speculation); (e) Hedging Guaranty Obligations in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; prohibited under this Agreement; (f) unsecured Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on or before the Effective Date; (g) Debt of the Company which has no scheduled amortization prior to Subsidiaries; the 91st day after the scheduled Revolving Termination Date; provided that (gi) Subordinated Debt; to the extent the holders of such Debt have the benefit of the guaranty of, or the pledge of stock of, any Subsidiary, such holders shall have entered into intercreditor arrangements with the Administrative Agent pursuant to documentation reasonably satisfactory to the Required Lenders and (hii) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions Net Cash Proceeds of the issuance of any such Debt so long as shall be applied to reduce the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely Aggregate Revolving Commitment Amount and/or prepay Term Loans to the extent that the proceeds of such Debt are used by the Parent to pay its taxes required herein; and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding a Dollar Equivalent amount of $15,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all in respect of Capital Leases or part of the purchase price payable hereafter incurred in connection with a transaction Liens permitted by Section 10.10(c10.8(e); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed a Dollar Equivalent amount of $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; 30,000,000; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Hedging Obligations incurred by the Parent Company or any other Subsidiary; Subsidiary to hedge bona fide business risks (and not for speculation); (e) Hedging Guaranty Obligations in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; prohibited under this Agreement; (f) unsecured Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on or before the Effective Date; (g) Debt of the Company which has no scheduled amortization prior to Subsidiaries; the 91st day after the scheduled Termination Date; provided that (gi) Subordinated Debt; to the extent the holders of such Debt have the benefit of the guaranty of, or the pledge of stock of, any Subsidiary, such holders shall have entered into intercreditor arrangements with the Administrative Agent pursuant to documentation reasonably satisfactory to the Required Lenders and (hii) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions Net Cash Proceeds of the issuance of any such Debt so long as shall be applied to reduce the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely Aggregate Commitment Amount to the extent that the proceeds of such Debt are used by the Parent to pay its taxes required herein; and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding a Dollar Equivalent amount of $15,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c); provided that (i) the aggregate outstanding principal amount of all such unsecured Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent5,000,000; (c) Debt of the Company or any Subsidiary (other than ERMFI) secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent Company or any Subsidiary (other Subsidiarythan ERMFI) arising under Capital Leases in an aggregate amount not at any time exceeding $1,000,000; (e) Hedging Obligations Debt of Subsidiaries owed to the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculationCompany; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on arising under Hedging Agreements entered into in the date hereof ordinary course of business as bona fide hedging transactions (including any Hedging Agreement entered into pursuant to Section 10.21) and not for speculative purposes; (i) Debt of ERMFI listed on Schedule 10.7(h), I to the Second Amendment to this Agreement and refinancings, amendments, restatements, supplements, refundings, renewals or extensions refinancings of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such refinanced Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect ERMFI than the terms in effect immediately prior to such refinancing refinancing; provided that neither the Company nor any other Subsidiary shall guarantee or other modification (except that interest and fees payable otherwise have any liability with respect to any such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due;Debt; and (j) subject to the limitations set forth in Section 10.8(k), additional Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount of ERMFI not to exceed $25,000,000 at any timetime exceeding in the aggregate $4,000,000; provided that neither the Company nor any other Subsidiary shall guarantee or otherwise have any liability with respect to any such Debt.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent1,000,000; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding; (j) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 5,000,000 at any time; (l) subject to the limitations set forth in Section 10.8(l), Debt arising under Capital Leases; and (m) Suretyship Liabilities permitted by Section 10.19.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part in respect of the purchase price payable in connection with a transaction Liens permitted by pursuant to Section 10.10(c10.7(d); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt liabilities in respect of Subsidiaries owed to Hedging Agreements entered into by the Parent Company or any other Subsidiary; ; (e) Hedging Obligations Contingent Liabilities in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; permitted under this Agreement; (f) unsecured Debt in respect of taxes, assessments or governmental charges to the Company extent that payment thereof shall not at the time be required to Subsidiaries; be made in accordance with Section 10.4; (g) Subordinated Debt; Debt in respect of judgments or awards not constituting an Event of Default under Section 12.1.8; (h) other Debt existing outstanding on the date hereof and listed on Schedule 10.7(hin Exhibit H or hereafter incurred in connection with Liens permitted by Section 10.7, (i) other Debt at any time outstanding, in addition to Debt permitted by clauses (a) through (h), not exceeding $1,000,000 at any time outstanding, and refinancings, amendments, restatements, supplements, refundings(j) extensions, renewals or extensions and refinancings of any such Debt described in clauses (b), (h) or (i) so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof is not increased and is on terms, in the terms applicable to such Debt (as so refinanced or otherwise modified) are no aggregate, not materially less favorable to the Company or the applicable such Subsidiary in any material respect than the terms in effect immediately of such Debt prior to such refinancing extension, renewal or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timerefinancing.

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations Debt arising under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable any fixed or capital asset (including (i) obligations under Capital Leases and (ii) Debt assumed in connection with the acquisition of any such asset or secured by a transaction permitted by Section 10.10(cLien on such asset prior to the acquisition thereof (and not incurred in contemplation of such acquisition); provided that (ix) such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date of such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any such Debt shall not at any time exceed the greater of (A) $15,000,000 80,000,000 and (iiB) all such Debt shall have terms that are reasonably acceptable to 10% of the Administrative Agentconsolidated tangible assets of the Company and its Subsidiaries; (c) Debt secured by Liens permitted by Section 10.8(d10.8(c); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000, (f) or (k); (d) Debt of Subsidiaries owed to the Parent (or any other Subsidiaryundrawn commitment therefor) existing on the First Amendment Effective Date and listed in Schedule 10.71; (e) Hedging Obligations refinancings, extensions or renewals of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the Company to Subsidiaries; (g) Subordinated Debtordinary course of business; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is a Person acquired in connection with a Permitted Acquisition that was not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary incurred in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)contemplation thereof; (i) Debt from the Parent owing to of the Company solely to the extent that the proceeds or a Significant Subsidiary as an account party in respect of such Debt are used by the Parent to pay its taxes trade and reasonable accounting, legal and corporate overhead expenses, in each case as they become duestandby letters of credit; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leasessurety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement) and, subject to Section 10.16, any guaranty of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt of any Significant Subsidiary permitted by Section 10.19hereunder; and (lo) other unsecured Debt of the Company and Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in an aggregate principal amount not to exceed $25,000,000 at any timeclause (m) and this clause (o) after the First Amendment Effective Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(a) and (b) and Debt secured by the Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt in respect of Section 10.8(d) at any time outstanding shall not exceed $2,000,0005,000,000; (c) Debt of any Subsidiary to the Company or to another Subsidiary to the extent permitted under Section 10.21(b); and provided, further, that the Company will not permit any Subsidiary to cancel any Debt or other claim owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of Debts or other claims not to exceed $1,000,000 in any Fiscal Year. (d) unsecured Debt of Subsidiaries owed the Company to Subsidiaries, provided that such Debt shall be subordinated to the Parent or any other Subsidiaryindebtedness under this Agreement on terms acceptable to the Agent; (e) the Feline Prides and Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof is not increased and the terms applicable to such Debt increased; (as so refinanced or otherwise modifiedh) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates);intentionally omitted; and (i) Debt from consisting of the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due;Refinancing Bonds; and (j) subject other Debt, in addition to the limitations set forth in Section 10.8(k)Debt listed above, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding Three Million Dollars ($3,000,000).

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such unsecured Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent2,500,000; (c) Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0004,500,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) other Debt existing outstanding on the date hereof and listed on in Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.1910.7; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timebe Repaid (provided that all such Debt is repaid on or before the Effective Date).

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable Subsidiaries to the Administrative Agent; Company or to other Subsidiaries; (c) Debt secured Hedging Agreements entered into by Liens permitted by Section 10.8(d); the Company or any Subsidiary, provided that any Hedging Agreement with any Person other than the aggregate amount Bank or any Affiliate of all such Debt at any time outstanding the Bank shall not exceed $2,000,000; be unsecured; (d) Debt in respect of Subsidiaries owed taxes, assessments or governmental charges to the Parent or any other Subsidiary; extent that payment thereof shall not at the time be required to be made in accordance with Section 10.4; (e) Hedging Obligations Debt of Subsidiaries of the Company listed on Schedule 10.7; (f) Subsidiary Debt in an amount not in excess of $17,000,000 (which amount shall be reduced by the amount of any payment of Subsidiary Debt after the date of this Agreement); (g) Subordinated Debt in an amount not in excess of the principal amount of the Subordinated Debentures as of the date of this Agreement; (h) guaranties of indebtedness of officers, directors, or other employees of the Company or any Subsidiary incurred of its Subsidiaries in the ordinary course an amount not in excess of business for bona fide hedging purposes Cdn$10,000,000; and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing other Debt, in addition to the Company solely to foregoing, in an amount not in excess of $2,000,000, which amount shall include the extent that $2,000,000 of Permitted Acquisitions financed other than exclusively with the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountingcommon equity, legal and corporate overhead expenses, as described in each case as they become due; (j) subject to the limitations set forth definition of "Permitted Acquisitions" in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time1.1 above.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 16,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) : obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) 300,000; Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations Company; unsecured Debt of the Company or any Subsidiary to Subsidiaries; Subordinated Debt, which Subordinated Debt may be refinanced by the Company, so long as the terms and conditions of such refinancing including, but not limited to, principal amount, interest rate and maturity date, are in form and substance acceptable to Agent and such refinancing is subject to a subordination agreement executed by the refinancing lenders in form and substance acceptable to Agent; Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured ; Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable Closing Date with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes initial Loans hereunder); and reasonable accounting, legal and corporate overhead expensesother Debt, in each case as they become due; (j) subject addition to the limitations set forth in Section 10.8(k)Debt listed above, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $100,000.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 20,000,000 at any timetime (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and (f) Subordinated Debt to FinCo evidencing interco▇▇▇▇▇ loans by FinCo to the Borrower fo▇ ▇▇▇rt-term working capital and other general corporate purposes in an aggregate principal amount not to exceed $20,000,000 (the "Subordinated Working Capital Loan"); provided, that the Subordinated Working Capital Loan shall be subordinated pursuant to an Intercompany Loan Subordination Agreement in form and substance satisfactory to the Administrative Agent.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company (other than Contingent Payments) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cSECTION 10.11(C); provided PROVIDED that (i) the aggregate outstanding principal amount of all such unsecured Debt (excluding Subordinated Debt) shall not at any time exceed (i) prior to the Equity Offering, $15,000,000 5,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to after completion of the Administrative AgentEquity Offering, $10,000,000; (c) Debt secured by Liens permitted by Section 10.8(dSUBSECTION 10.8(C) or (D); provided , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, PROVIDED that the aggregate amount of all such Debt at any time outstanding shall not exceed (i) prior to the Equity Offering, $2,000,0002,000,000 and (ii) after completion of the Equity Offering, $10,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) Contingent Payments listed on SCHEDULE 9.6(B) and other Debt existing outstanding on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19SCHEDULE 10.7; and (lh) Contingent Payments, PROVIDED that the aggregate amount of all Contingent Payments (other Debt in an aggregate principal amount than Contingent Payments listed on SCHEDULE 9.6(B))shall not to at any time exceed $25,000,000 at any time5,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(a) and (b) and Debt secured by the Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt in respect of Section 10.8(d) at any time outstanding shall not exceed $2,000,0005,000,000; (c) Debt of any Subsidiary to the Company or to another Subsidiary to the extent permitted under Section 10.21(b); and provided, further, that the Company will not permit any Subsidiary to cancel any Debt or other claim owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of Debts or other claims not to exceed $1,000,000 in any Fiscal Year. (d) unsecured Debt of Subsidiaries owed the Company to Subsidiaries, provided that such Debt shall be subordinated to the Parent or any other Subsidiaryindebtedness under this Agreement on terms acceptable to the Agent; (e) the Feline Prides and Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; (h) the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to Closing Date with the Company or proceeds of the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market ratesinitial Loans hereunder);; and (i) Debt from the Parent owing other Debt, in addition to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountinglisted above, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $5,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 20,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement Indebtedness to Bank and the other Loan Documentsany renewals or refinancing of such Indebtedness; (b) unsecured seller any Debt which represents all described in attached Schedule 9.1 and any renewals or part refinancings of such Debt in amounts not exceeding the purchase price payable scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms as in connection effect on the Closing Date and otherwise in compliance with this Agreement; (c) Guarantee Obligations to the extent permitted under Section 9.3; (d) Subordinated Debt; (e) any Debt assumed pursuant to a transaction permitted by Section 10.10(c); Permitted Acquisition conducted in compliance with this Agreement, provided that (i) such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate outstanding principal amount of all such Debt shall not exceed $2,000,000 at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agentoutstanding; (cf) any Debt secured by Liens permitted by Section 10.8(dincurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease); , provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or 500,000 at any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiariesone time outstanding; (g) Subordinated DebtHedging Transactions; (h) Debt existing on the date hereof and listed on Schedule 10.7(h)Intercompany Loans, and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable but only to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)extent permitted under Section 9.9; (i) Any Debt from the Parent owing to the Company solely to the extent by any foreign Subsidiary provided that the proceeds aggregate amount of all such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due;shall not exceed $500,000 at any one time outstanding; and (j) subject additional unsecured Debt not otherwise described above, provided that at the time of and immediately after giving effect to the limitations set forth in Section 10.8(k)occurrence thereof, Debt arising under Capital Leases; (ki) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an the aggregate principal amount outstanding at any one time shall not to exceed $25,000,000 at any time700,000 and (ii) no Default or Event of Default shall have occurred and be continuing.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company (other than Contingent Payments) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cSECTION 10.11(C); provided PROVIDED that (i) the aggregate outstanding principal amount of all such unsecured Debt (excluding Subordinated Debt) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent10,000,000; (c) Debt secured by Liens permitted by Section 10.8(dSUBSECTION 10.8(C) or (D); provided , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, PROVIDED that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00020,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) Contingent Payments listed on SCHEDULE 9.6(B) and other Debt existing outstanding on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19SCHEDULE 10.7; and (lh) Contingent Payments, PROVIDED that the aggregate amount of all Contingent Payments (other Debt in an aggregate principal amount than Contingent Payments listed on SCHEDULE 9.6(B))shall not to at any time exceed $25,000,000 at any time10,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c) and the existing Debt listed on Schedule 10.7(b); provided that (i) the aggregate outstanding principal amount of all such Debt (other than (i) the Debt designated with an asterisk on Schedule 10.7(b), and (ii) an unsecured seller note payable in connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent5,000,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , Rhode Island Non-Recourse Debt in an aggregate amount not to exceed $15,000,000, and other Debt outstanding on the date hereof and listed in Schedule 10.7(c), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00025,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary to any Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated DebtDebt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)Baltimore Bonds; (i) Subordinated Debt issued to former employees to repurchase stock from the Parent owing such former employees in an aggregate principal amount at any time outstanding not to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become dueexceed $2,500,000; (j) subject to the limitations set forth Subordinated Notes and any Subordinated Debt issued in Section 10.8(k)replacement thereof, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19and any guaranty thereof; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.