Debt. Except as set forth on Section 3.18 of the Disclosure Schedule, no member of the Company Group has any Debt or is liable for any Debt (whether pursuant to a guaranty, surety, assumption, or any other manner or form of agreement) of any other Person (including, with respect to any member of the Company Group, any liability for any Debt of any Seller). Upon Buyer’s payment of the Debt Amount in accordance with [Section 1.4(a)(ii)], the Company Group shall have satisfied all of its obligations pursuant to and under the Debt.

Debt. It will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, guarantee or suffer to exist any Debt, except:

Debt. All Debt of the Credit Parties, as of the Closing Date, is disclosed in the Audited Financial Statements of the Credit Parties for the most recently completed Fiscal Year or on [Schedule 12.1(x)].

Debt. Incur any Indebtedness, other than the Loan and Permitted Debt or as otherwise set forth in this Agreement.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (other than Debt exclusively among the Loan Parties and their respective Subsidiaries), unless # no Event of Default has occurred and is continuing immediately before and immediately after the incurrence of such Debt and # immediately after giving effect to the incurrence of such Debt, the Borrower will be in compliance, on a pro forma basis, with the provisions of [Section 5.04]; provided, however, that notwithstanding the foregoing, # in no event shall any owner of an Unencumbered Asset be a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Debt unless it is a Guarantor hereunder and # in no event shall any Loan Party or any Restricted Subsidiary be a borrower or guarantor of, or otherwise obligated in respect of, any Debt (disregarding for this purpose clause (ii) of the second proviso in the definition thereof) of any Unrestricted Subsidiary except for Customary Carveout Agreements.

Debt. In the case of EDJ, create, incur, assume or suffer to exist, or, in the case of each of EDJ and JFC, permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except, in each case:

provisions regarding eligibility requirements for “pool properties” therein more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement, in each case, unless # the Required Holders have consented thereto in writing or # the Financing Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Required Holders to reflect such Debt Facility Amendment (including, without limitation, in the case of any Debt Facility Amendment that has the effect of modifying any financial covenant, reflecting any applicable cushion (if any) that exists between the covenant levels in the Financing Documents and the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement or the documents relating to an Unsecured Debt Facility (determined on a percentage basis based on the then applicable covenant levels under the Financing Documents and, as applicable, the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement or the documents relating to such Unsecured Debt Facility immediately prior to such Debt Facility Amendment);

directly or indirectly, consent to, approve, authorize or otherwise suffer or permit any agreement, amendment, amendment and restatement, supplement or other modification of any of the Prudential Note Documents or the MetLife Note Documents or any of the documents relating to anany other Unsecured Debt Facility of any member of the Consolidated Group (each a “Debt Facility Amendment”), that would directly or indirectly have the effect of # adding any financial covenant thereto or making any of the existing financial covenants included therein more restrictive or burdensome as against the Borrower or any of its Subsidiaries than those contained in this Agreement or # adding any new provision regarding eligibility requirements for “pool properties” thereto or making any of the existing provisions regarding eligibility requirements for “pool properties” therein more restrictive or burdensome as against the Borrower or any of its Subsidiaries than those contained in this Agreement, in each case, unless # the Administrative Agent has consented thereto in writing or # the Loan Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Administrative Agent to reflect such Debt Facility Amendment (including, without limitation, in the case of any Debt Facility Amendment that has the effect of modifying any financial covenant, reflecting any applicable cushioncushions (if any) that existsexist between the covenant levels in the Loan Documents, on the one hand, and the Prudential Note Documents , the MetLife Note Documents and/or the documents relating to an Unsecured Debt Facility, on the other hand (determined on a percentage basis based on the then applicable covenant levels under the Loan Documents and, as applicable, the Prudential Note Documents, MetLife Note Documents or the documents relating to such Unsecured Debt Facility immediately prior to such Debt Facility Amendment).

Except as otherwise contemplated in this Agreement or provided in any Refinancing Amendment, any Incremental Facility Agreement or any Extension Amendment or any issuance of Replacement Debt (provided, that such Refinancing Amendment, Incremental Facility Agreement or Extension Amendment or Replacement Debt may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a

directly or indirectly, consent to, approve, authorize or otherwise suffer or permit any Debt Facility Amendment that would directly or indirectly have the effect of shortening the maturity of any Indebtedness arising under any of the Prudential Note Documents or of any Unsecured Debt Facility or accelerating or adding any requirement for amortization thereof.