Common use of Debt Clause in Contracts

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: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) the Obligations; (b) intercompany Debt owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the case form of the Borrower, accounts payable to trade creditors for goods or services and current operating liabilities (Aother than for borrowed money) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt which, in each case, is incurred in the ordinary course of business aggregating business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP regardless of whether such reserves are required thereunder; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $50,000,000 500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (h) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding other than Guaranties or other contingent pursuant to this clause (h) shall not exceed $100,000; and (i) unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3; (j) guarantees of primary obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryPerson; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced primary obligations so guaranteed are permitted by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, this Agreement; and (Ck) other unsecured Debt incurred in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred obligations in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect an aggregate amount not to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),exceed $100,000.

Debt. CreateThe Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to other Credit Party to, directly or indirectly, create, incur, assume assume, guarantee or suffer to existotherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (ia) in Debt incurred under the case of the Borrower,Financing Documents; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 date of this Agreement and as though such Debt had been incurred at the beginning of the four-quarter period covered therebyset forth on Schedule 5.1, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Borrower with respect to any Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt or other obligation of any Unrestricted Subsidiary; provided that arising from loans made by (1i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be in pro forma compliance with evidenced by promissory notes having terms reasonably satisfactory to the covenants contained in Section 5.04Administrative Agent and the Lead Lenders, calculated based on and the financial statements most recently sole originally executed counterparts of which shall be pledged and delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at Administrative Agent, for the beginning benefit of the four-quarter period covered therebySecured Parties, as evidenced by a certificate of security for the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsDIP Obligations; (iid) in Guarantees by the case Borrower of Debt of any Restricted Subsidiary permitted hereunder and by any Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred solely to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Expenditures for Lease Obligations and any Debt assumed in connection with the development acquisition of Greenfield Projects, (D) non-recourse Debt any such assets or secured by Liens a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.02(a)(iv),5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit Neither the Company nor any of its Restricted Subsidiaries to shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist, any Debt, except: (ia) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the case of the Borrower,aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (Ah) Debt owed with respect to a Wholly Owned Restricted Subsidiary surety, appeal and performance bonds obtained by the Company or any of the Borrower, (B) other unsecured Debt incurred its Subsidiaries in the ordinary course of business aggregating not more than business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $50,000,000 15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),exceeding $25,000,000.

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: (i) in the case of the Borrower, (A) BMCA, Debt owed to a Wholly Owned Restricted wholly owned Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by BMCA which is a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsGuarantor; (ii) in the case of any Restricted Subsidiary of the BorrowerBMCA, Debt owed to the Borrower BMCA or to a Wholly Owned Restricted wholly owned Subsidiary of the BorrowerBMCA, provided that, in each case, such Debt shall be permitted under Section 5.02(f); and (iii) in the case of the Borrower BMCA and its Restricted Subsidiaries, (A) Debt under this Agreement, the Term Loan DocumentsFacility, the Existing Indentures, the Senior Notes, the Bridge Loan Facility and the Elk Letters of Credit, (B) So long as (1) no Default has occurred and is continuing (both at the Surviving Debt set forth time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04, if applicable (such compliance to be determined on Schedule 4.01(s) hereto, (C) non-recourse Debt the basis of the Borrower required financial information most recently delivered to the Administrative Agent and Restricted Subsidiaries the Lender Parties as though such Debt had been incurred solely to finance Capital Expenditures for as of the development first day of Greenfield Projectsthe fiscal period covered thereby), (DI) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), (III) Debt secured by Liens on BMCA’s or any of its Subsidiaries’ fixed assets, and (IV) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the fifth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the fifth anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J)) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the aggregate during the term of this Agreement, (C) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Term Loan Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing, and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time; and, provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2012 that is more onerous than the remaining scheduled amortization prior to December 31, 2012 applicable to the Debt being refinanced; and, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.06. (D) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2012 that is more onerous than the remaining scheduled amortization prior to December 31, 2012, if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time, and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the fifth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the fifth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided, however, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt owing to G-I Holdings or BMCA Holdings; provided, however, that no payments shall be made with respect to Debt permitted under this clause (F) unless after giving effect to each such payment, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall be least $25,000,000, (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers’ compensation liabilities, taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business, (H) Debt of any entity acquired by BMCA or its Subsidiaries in accordance with the terms hereof so long as (i) such Debt was incurred prior to such acquisition (and not in connection with or contemplation of, such acquisition), (ii) both before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Revolving Credit Facility) , provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the fifth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the fifth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the Amortization Basket, and (K) At any time prior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. Create(a) The Borrower shall not, nor shall it permit any Guarantor to, create, incur, assume or suffer to existexist any Debt other than: (i) Debt under the Loan Documents; (ii) Debt outstanding on the Closing Date and described on Schedule 7.01(a) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof); (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a Lender entered into in the ordinary course of business to manage foreign currency or interest rate risk for the Borrower or any Loan Party; (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term Loan Maturity Date; (v) Debt of the Borrower to any Subsidiary or Debt of any Subsidiary to the Borrower or any other Subsidiary; (vi) Debt (including, without limitation, Capitalized Lease Obligations) secured by Liens described in clause (h) of the definition of Permitted Liens in an aggregate principal amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00); (vii) Debt that is convertible into equity interests of the Borrower, issued either pursuant to public issuances or private placements, and whether or not maturing prior to or after the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date; provided that the holders of such Debt have no right to cause such Debt to be purchased, redeemed or otherwise repaid (in whole or in part) in cash prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date. so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04. (b) The Borrower shall not permit any of its Restricted Subsidiaries that is not a Guarantor, to create, incur, assume or suffer to exist, exist any Debt, exceptDebt other than: (i) in the case Debt of the Borrower, (A) Debt owed such Subsidiary to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to or any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the case of principal amount thereof and including any Restricted Subsidiary of additional advances under the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the BorrowerInvestment Quebec Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)); and (iii) Additional Debt in an aggregate principal amount not to exceed five percent (5%) of Consolidated Net Tangible Assets at any time outstanding; so long as (x) no Event of Default shall have occurred and be continuing at the case time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower and its Restricted Subsidiaries, (A) Debt under shall be in compliance with the Loan Documents, (B) the Surviving Debt financial covenants set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by in Section 5.02(a)(iv),7.04

Debt. CreateNo Credit Party shall, incur, assume or suffer to exist, or nor shall it permit any of its Restricted Subsidiaries to to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) the Obligations, and (ii) the Banking Services Obligations subject to the limits in the case of the Borrower,Section 6.1(i) below; (Ab) Debt owed existing on the date hereof and set forth in Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals of any such Debt subject to a Wholly Owned Restricted Subsidiary the last sentence of the Borrower,this Section 6.1. (Bc) other unsecured intercompany Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at by any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business US Credit Party (including, for the avoidance of doubt, any long-term Restricted Domestic Subsidiary of a Foreign Subsidiary) owing to any other US Credit Party; provided that, if applicable, such Debt is also permitted as an Investment under Section 6.2; (d) (i) intercompany Debt incurred by any Foreign Credit Party owing to any other Foreign Credit Party; provided that, if applicable, such Debt is also permitted as an Investment under Section 6.2; and (ii) intercompany Debt incurred by any Domestic Subsidiary of a Foreign Credit Party owing to such Foreign Credit Party; provided that, if applicable, such Debt is also permitted as an Investment under Section 6.2 and such Debt is subordinated to the Obligations on terms and documentation acceptable to US Administrative Agent; (e) intercompany Debt incurred by the Canadian Borrower and owing to any US Credit Party; provided that, (i) such Debt is evidenced by an unsecured intercompany note, (ii) the US Administrative Agent shall have a first priority Lien in connection with a such intercompany note offeringand the receivable evidenced thereby, and (iii) the aggregate outstanding amount of all Debt pursuant to this clause (e) does not exceed $10,000,000; (f) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.14; (h) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (i) Debt incurred by any Foreign Restricted Subsidiary under overdraft lines of credit (other than Guaranties the Canadian Overdraft Accommodations) made available for the purpose of supporting the operations of any Foreign Restricted Subsidiary in Canada or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (i) shall not exceed $15,000,000 at any time; (j) unsecured Debt of the US Borrower evidenced by bonds, debentures, notes or other contingent obligations similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the Borrower last sentence of this Section 6.1); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to any such type of Debt and that are triggered upon change in control and sale of all or other obligation of any Unrestricted Subsidiary; provided that substantially all assets, (1iii) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though aggregate amount of such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt maturesshall not exceed $100,000,000, and does not begin to amortize until, more than six months after the Termination Date and (4iv) the agreements and instruments governing such Debt shall not contain (A) (x) any financial maintenance covenants and that are more restrictive than those in this Agreement, or (y) any other material terms of such unsecured Debt are no affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the Loan inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the US Borrower or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents; , (iiC) in any restrictions on the case ability of any Subsidiary of the US Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the US Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Restricted Subsidiary or the US Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of $400,000,000; (k) any guaranty of Debt so long as such underlying Debt is otherwise permitted hereunder; (l) Debt of any Restricted Entity that is non-recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any other Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (l) shall not exceed $10,000,000; (m) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt shall not be in excess of the Borroweramount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt owed is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (m) shall not exceed $10,000,000; (n) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the Borrower last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $10,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to a Wholly Owned Restricted Subsidiary be Collateral under Section 5.6; (o) unsecured Debt in respect of Investments permitted by Section 6.2(d), Section 6.2(e) and Section 6.2(o); (p) unsecured Debt not otherwise permitted under the Borrowerpreceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (p) shall not exceed $20,000,000 at any time; and (iiiq) Debt constituting earn-out obligations, contingent obligations or similar obligations of any Restricted Entity arising from or relating to a Permitted Acquisition. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the case of the Borrower and its Restricted Subsidiaries, following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Loan Documents, Debt being renewed or refinanced and (B) the Surviving covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth on Schedule 4.01(sin Section 6.1 above, including the specific requirements under clause (j) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),above.

Debt. CreateNo Loan Party will, incurnor will it permit its Subsidiaries to, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, Debt except: (ia) in the case Debt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) current liabilities of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt Loan Parties or their respective Subsidiaries incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred is extended in connection with a note offering) other than Guaranties or other contingent obligations the normal purchases of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 goods and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsservices; (iid) in the case Debt of any Restricted Person that becomes a Subsidiary of the Borrower, to the extent such Debt owed to is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or to a Wholly Owned Restricted any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the Borrower; and (iii) assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Restricted Subsidiaries,Subsidiaries (and such Person on a pro forma basis) then most recently ended; (Ae) Debt under in the Loan Documents,form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (Bf) Debt pursuant to the Surviving Debt set forth on Schedule 4.01(s) hereto,Sunrise Pipeline Lease; (Cg) non-recourse all obligations of such Person arising under letters of credit (including standby and commercial); and (h) other Debt in an aggregate amount not to exceed 15% of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Consolidated Net Tangible Assets.

Debt. Create, incur, assume No Loan Party shall incur or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, exceptother than: (ia) the Obligations; (b) Debt existing on the Closing Date and described on Schedule 7.13; (c) Capital Leases, mortgage financings or purchase money obligations, in each case, incurred for the case purpose of financing all or any part of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary purchase price or cost of the Borrower, (B) other unsecured Debt incurred design, construction, installation or improvement of property, plant or equipment, in the ordinary course of business aggregating each case, not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiaryconstituting Inventory; provided that (1i) Liens securing the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced same are permitted by a certificate of the chief financial officer clause (or person performing similar functionsp) of the Borrower delivered to the Paying Agent demonstrating such compliance definition of “Permitted Liens,” and (2ii) such unsecured the aggregate principal amount of purchase money obligations of the Loan Parties constituting Debt ranks junior to or pari passu with the Facilities, andoutstanding does not exceed $150,000,000 at any time; (Cd) the Bond Debt; (e) other unsecured Debt; (f) Debt incurred in the ordinary course evidencing a substantially concurrent (substantially concurrent shall be not more than forty-five (45) days prior to any refunding, renewal, extension, defeasance, or replacement of business Debt) refunding, renewal, extension, defeasance, or replacement (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering“Refinancing”) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or existing on the Closing Date and described on Schedule 7.13 and other obligation of any Unrestricted SubsidiaryDebt permitted hereunder (the “Replaced Debt”); provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any such secured debt (i) the principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of fees, expenses and premiums incurred in connection with such Refinancing, (ii) the Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Replaced Debt, (iii) no Person that is not an obligor or guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are not materially less favorable, taken as a whole, to the Borrowers, the Agent, or the Lenders than the Replaced Debt, including, without limitation, the maturity date thereof and any principal amortization thereof; (g) Debt of any Loan Party owed to any Restricted Subsidiaries, or Debt of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower owner of its Capital Stock which is a Loan Party; (h) Debt to finance insurance premiums in an amount not to exceed $10,000,000 at any time outstanding; (i) Debt arising under Hedge Agreements or to a Wholly Owned Restricted Subsidiary the Gas Supply/Purchase Agreement; (j) Debt among Loan Parties on terms of the Borrowerkind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (k) Guaranties permitted by Section 7.12; (l) Debt constituting Limited Recourse Stock Pledges; and (iiim) Debt, other than those in the case of the Borrower and its Restricted Subsidiaries, clauses (Aa) Debt under the Loan Documents, through (Bl) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectsabove, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of (i) $600,000,000 and (ii) 30% of Tangible Assets.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the Funded Debt permitted by this clause (c) together with all Funded Debt described in clause (g) of this Section 9.02 shall not exceed $10,000,000 in aggregate principal amount at any one time outstanding. (d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, provided that such Debt is subordinated to the Indebtedness as and to the extent provided in the case Guaranty Agreement. (e) Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (f) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof, the application of the Borrower, proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.08(e) on account thereof: (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower Parent shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance 9.01 and (2B) such unsecured Debt ranks junior to no Event of Default or pari passu with the Facilities, andBorrowing Base Deficiency shall exist. (Cg) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryFunded Debt; provided that the Funded Debt permitted by this clause (1g) the Borrower shall be together with all Funded Debt described in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer clause (or person performing similar functionsc) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does this Section 9.02 shall not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth exceed $10,000,000 in the Loan Documents;aggregate at any one time outstanding. (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ah) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens not permitted by Section 5.02(a)(iv),the foregoing clauses (a) through (g) which is approved in writing by the Majority Lenders.

Debt. CreateNo Loan Party will, incurnor will it permit its Subsidiaries to, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, Debt except: (a) Debt pursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) reserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (iii) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (iv) to the extent permitted by Section 7.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (f) all obligations of such Person arising under letters of credit (including standby and commercial); (g) Debt of any Person that becomes a Subsidiary after the date hereof, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the case acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the Borrower,principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $15,000,000; (h) Debt incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (i) all Guarantees otherwise permitted by this Agreement; (j) other Debt in an aggregate outstanding principal amount that, when added to the aggregate principal amount of Debt outstanding under this clause (j), does not exceed 15% of Consolidated Net Tangible Assets; and (i) prior to the Borrower obtaining either (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, BBB- rating or higher from S&P or (B) other a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred in by any Loan Party, so long as the ordinary course Consolidated Leverage Ratio, on a pro forma basis after giving effect to the incurrence of business aggregating such Debt, does not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of exceed 3.50 to 1.00; and (ii) after the Borrower with respect to obtains either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred by any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) Loan Party, so long as the Borrower shall be in compliance, on a pro forma compliance basis, with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered Consolidated Leverage Ratio after giving effect to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms incurrence of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Debt.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Restricted Subsidiaries to other Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv7.2(d),, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. CreateHoldings and the Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,00075,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the case ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower,Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (Ai) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to a Wholly Owned any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the Borrower,proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (Bk) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other unsecured Debt service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business aggregating business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not more than $50,000,000 to exceed in the aggregate outstanding at any time outstanding other than Guaranties $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other contingent obligations of the Borrower service providers, (y) other similar arrangements incurred by such Persons in connection with respect to any Debt Permitted Acquisitions (or other obligation acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Unrestricted SubsidiaryParent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (1i) such Debt is not guaranteed by any Obligor, (ii) the Borrower holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall be in pro forma compliance with not exceed the covenants contained in greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 5.04, calculated based on the financial statements 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in an aggregate principal amount not to exceed the Lender Parties pursuant to Section 5.03 amount permitted under the ABL Intercreditor Agreement and as though such any Refinancing Debt had been incurred at thereof not prohibited by the beginning terms of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andABL Intercreditor Agreement; (Cr) other unsecured Debt Guaranties incurred in the ordinary course of business (includingand not in respect of Debt for borrowed money) in respect of obligations to suppliers, for customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the avoidance deferred purchase price of doubt, any long-term Debt goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with a note offeringopen accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) other than Guaranties or other contingent unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the Borrower with respect to any Debt or other obligation ordinary course of any Unrestricted Subsidiary; provided that (1) the Borrower shall be business and not in pro forma compliance connection with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning borrowing of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsmoney; (iit) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the case of any Restricted Subsidiary extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the BorrowerSpecified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt owed evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the Borrower or to a Wholly Owned Restricted Subsidiary of outstanding principal amount thereof on the BorrowerClosing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries), and (iii) in the case of the Borrower and purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services, Inc. and/or its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),.

Debt. Create, incur, assume or suffer to exist, or permit Neither the Parent nor any of its Restricted Subsidiaries to create, incur, assume the other Borrowers shall incur or suffer to exist, maintain any Debt, except:other than (collectively, the "Permitted Debt"): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $15,000,000 at any time; (d) Debt incurred in connection with the execution and delivery by Borrowers of surety and bid bonds in the ordinary course of business, provided the aggregate liability of the Borrowers thereunder does not exceed $20,000,000 at any time; (e) Debt evidencing a refinancing, renewal or extension of (i) any Debt described on Schedule 6.9 or (ii) the Permitted Revolver Obligations; provided that (A) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that described on Schedule 6.9, (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such complianceprincipal amount thereof is not increased, (2) the Liens, if any, securing such unsecured refinanced, renewed or extended Debt ranks junior do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, renewed or pari passu with the Facilitiesextended, (3) no Person that is not an obligor or guarantor of such unsecured Debt matures, and does not begin to amortize until, more than six months after as of the Termination Closing Date and after giving effect to Section 7.28 hereof shall become an obligor or guarantor thereof except to the extent, if any, not prohibited herein, (4) the covenants Debt that replaces the Debt that is refinanced, renewed, or extended shall not contain any new or accelerated scheduled amortizing payments of principal when compared to the Debt so refinanced, renewed, or extended, and other material (5) the terms of such unsecured Debt refinancing, renewal or extension are no more restrictive than those set forth less favorable in the Loan Documents; (ii) in aggregate to the case of any Restricted Subsidiary of the applicable Borrower, Debt owed to the Borrower Agent or to a Wholly Owned Restricted Subsidiary of the Borrower; and Lenders than the original Debt, and (iiiB) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under Permitted Revolver Obligations, any such refinancing, renewal or extension complies with the Loan Documents, (B) the Surviving Debt criteria set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt in the definition of "Bank Claims" described in the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Intercreditor Agreement;

Debt. Create, incur, assume Neither any Obligor nor any Subsidiary shall incur or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, except:other than, without duplication, the following (Debt permitted under this Section 7.13 is hereafter referred to as “Permitted Debt”): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase or refinance the purchase of Equipment, provided that (i) in Liens securing the case same attach only to the Equipment acquired by the incurrence of such Debt and other Equipment the Borrower,financing of which was provided by the same vendor, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (Ad) Debt owed to a Wholly Owned Restricted any Refinancing by an Obligor or any Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower accordance with respect to any Debt or other obligation of any Unrestricted Subsidiaryclause (b) above; provided that (1i) the Borrower principal amount of such Refinanced Debt is not increased, (ii) the Liens, if any, securing such Refinanced Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, (iii) no Person that is not an obligor or guarantor of such Debt shall be in pro forma compliance with become an obligor or guarantor of such Refinanced Debt; and (iv) the covenants contained terms of such refunding, renewal or extension are no less favorable to the Obligors, the Agent or the Lenders than the original Debt; (e) intercompany Debt among the Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 7.10 and such Debt is subordinated to the repayment of the Obligations at least to the extent set forth in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and13.5; (Cf) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offeringPermitted Acquisition, to the extent permitted under the definition of Permitted Acquisition that consists of (i) other than Guaranties or other contingent obligations Debt existing prior to the consummation of the Borrower with respect Permitted Acquisition (and not incurred in contemplation thereof) that is permitted to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) be assumed by the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties Obligors pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer clause (or person performing similar functionsc) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt maturesabove, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) Debt acceptable to the Agent that is incurred in the case of any Restricted Subsidiary favor of the Borrowerseller in such Permitted Acquisition as a portion of the purchase price for such Permitted Acquisition, including all Debt owed under non-compete arrangements entered into in connection with such Permitted Acquisition that is acceptable to the Borrower or to a Wholly Owned Restricted Subsidiary of the BorrowerAgent; and (iiig) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectsother Debt, (D) non-recourse Debt that is not secured by Liens permitted by Section 5.02(a)(iv),any Lien, in an aggregate amount outstanding at any time not to exceed $5,000,000.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower,Borrower and its Subsidiaries existing on the First Amendment Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt in respect thereof.88 (Ac) Debt owed accounts payable and accrued expenses, liabilities or other obligations to a Wholly Owned Restricted Subsidiary pay the deferred purchase price of the Borrower, (B) other unsecured Debt Property or services, from time to time incurred in the ordinary course of business aggregating which are not more greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $50,000,000 100,000,000 in the aggregate at any one time outstanding other than Guaranties outstanding.89 (e) Debt associated with worker’s compensation claims, performance, bid, surety or other contingent similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. 86 Section 9.01(c) added by the 4th Amendment. 87 Section 9.01(d) added by the 4th Amendment. 88 Amended by the 1st Amendment. 89 Amended by the 1st Amendment. (f) intercompany Debt between the Borrower with respect and any Subsidiary or between Subsidiaries to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at Indebtedness on terms set forth in the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andGuaranty Agreement. (Cg) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business business. (including, for the avoidance of doubt, any long-term h) Permitted Debt incurred after the First Amendment Effective Date, the principal amount of which does not exceed $750,000,000 in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to aggregate at any Debt or other obligation of one time outstanding and any Unrestricted Subsidiaryguarantees thereof; provided that that, except to the extent such Permitted Debt constitutes Permitted Refinancing Debt, (1i) the Borrower shall be in pro forma compliance furnish notice to the Administrative Agent of such Permitted Debt contemporaneously with the covenants contained in Section 5.04incurrence of such Debt, calculated based on (ii) at the financial statements most recently delivered time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the Lender Parties incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 5.03 and as though 2.07(e), (iv) such Permitted Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered does not have any scheduled amortization prior to the Paying Agent demonstrating such compliancedate which is one year after the Maturity Date, (2v) such unsecured Permitted Debt ranks junior to or pari passu does not have a scheduled maturity sooner than the date which is one year after the Maturity Date, and (vi) concurrently with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms incurrence of such unsecured Permitted Debt are no more restrictive than those set forth (except to the extent such Permitted Debt constitutes Permitted Refinancing Debt issued in exchange for or to Redeem or otherwise refinance outstanding Permitted Debt), the Borrowing Base is adjusted pursuant to Section 2.07(e).90 (i) other Debt not to exceed $75,000,000 in the Loan Documents; (ii) in the case of aggregate at any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),one time outstanding.91

Debt. CreateThe Borrower will not, nor will it permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case of Notes or other Obligations arising under the Borrower,Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt or owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other obligation of Debt not to exceed $100,000,000 in the aggregate at any Unrestricted Subsidiaryone time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (1A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants contained set forth in Section 5.04, calculated based on 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements most recently delivered are available and (B) the Borrowing Base shall have been adjusted to the Lender Parties pursuant to extent required by Section 5.03 and as though such 2.06(e) (the “Additional Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functionsConditions”) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2ii) such unsecured any Permitted Refinancing Debt ranks junior to or pari passu with the Facilities, andin respect of Debt described in clause (i); (Ci) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance in respect of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or other obligation issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (1) Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in Section 9.01 as of the Loan Documents; last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in the case respect of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerdescribed in Section 9.02(j)(i); and (iiik) [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in the case any one or more of the Borrower types of Debt described in Sections 9.02(a) through 9.02(j) and its Restricted Subsidiaries, (A) will only be required to include the amount and type of such Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and Restricted Subsidiaries incurred solely to finance Capital Expenditures for classify an item of Debt in more than one of the development types of Greenfield Projects, (DDebt described in Sections 9.02(a) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),through 9.02(j) above.

Debt. CreateThe Borrower will not, nor will it permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case of Notes or other Obligations arising under the Borrower,Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt or owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other obligation of Debt not to exceed $100,000,000 in the aggregate at any Unrestricted Subsidiaryone time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (1A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants contained set forth in Section 5.04, calculated based on 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements most recently delivered are available and (B) the Borrowing Base shall have been adjusted to the Lender Parties pursuant to extent required by Section 5.03 and as though such 2.06(e) (the “Additional Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functionsConditions”) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2ii) such unsecured any Permitted Refinancing Debt ranks junior to or pari passu with the Facilities, andin respect of Debt described in clause (i); (Ci) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance in respect of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (j) (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or other obligation issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (1) Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in Section 9.01 as of the Loan Documents; last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in the case respect of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerdescribed in Section 9.02(j)(i); and (iiik) [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in the case any one or more of the Borrower types of Debt described in Sections 9.02(a) through 9.02(j) and its Restricted Subsidiaries, (A) will only be required to include the amount and type of such Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and Restricted Subsidiaries incurred solely to finance Capital Expenditures for classify an item of Debt in more than one of the development types of Greenfield Projects, (DDebt described in Sections 9.02(a) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),through 9.02(j) above.

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: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower; provided that, any such Debt owed by the Borrower to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party, shall be subordinated in right of payment to the Obligations of the Borrower under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Administrative Agent demonstrating such compliance and (2II) such unsecured Debt ranks junior to or pari passu with the Facilities, and, (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Administrative Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3II) such unsecured Debt matures, and does not begin to amortize until, more than six months after the latest Termination Date for all Facilities and (4III) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents, and (i) the Senior Notes and Permitted Junior Refinancing Debt in respect thereof in an aggregate principal amount not to exceed $145,000,000 and (ii) junior secured Debt that is issued, incurred or otherwise obtained to refinance, in whole or in part, the Revolving Credit Facility in an aggregate principal amount not to exceed $300,000,000 minus the aggregate principal amount of Permitted Junior Refinancing Debt incurred pursuant to clause (i); provided that, in the case of this clause (ii), (a) upon the incurrence of any such Debt, the Borrower shall promptly provide notice of the incurrence thereof to the Administrative Agent and the Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) on a dollar for dollar basis by the aggregate principal amount of such Debt, (b) such Debt shall (i) be secured by Liens on (x) the Collateral that are junior to the Liens on the Collateral securing the Obligations and/or (y) property of Persons other than the Borrower or its Subsidiaries, (ii) not secured by any property or assets of any Loan Party other than the Collateral and (iii) not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors, (c) such Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is the later of (i) September 23, 2019, and (ii) 90 days after the latest Termination Date applicable to the Facilities at the time such Debt is incurred, (d) the security agreements (if such debt is secured by the Collateral) and guarantees (if such Debt is guaranteed by one or more Subsidiaries of the Borrower) of the Borrower and its Subsidiaries relating to such Debt have terms not more favorable to the respective creditors than the terms of the Collateral Documents and the Subsidiary Guaranty (with such differences as are appropriate to reflect the nature of such junior lien Debt and any other differences reasonably satisfactory to the Administrative Agent or the Collateral Agent) and (e) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, the Second Lien Intercreditor Agreement; (ii) in the case of any Restricted Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; provided that (I) any such Debt owed to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party by any Subsidiary of the Borrower that is a Loan Party, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement and (II) any such Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Loan Party in excess of $250,000 by any Subsidiary that is not a Loan Party shall be evidenced by a promissory note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, and (B) Debt in the form of a Guaranty of Debt otherwise permitted under this Section 5.02(b); and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) heretohereto (other than the Senior Notes), (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures capital expenditures for the development of Greenfield Projects, , (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv), (E) Debt in respect of (i) Swaps incurred in the ordinary course of business and consistent with prudent business practice with the aggregate value thereof not to exceed $10,000,000 at any time outstanding and (ii) interest rate Swaps incurred in the ordinary course of business and consistent with prudent business practice of up to $250,000,000 of notional indebtedness at any time outstanding, (F) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt or other Debt permitted under this Section 5.02(b) (other than the Senior Notes); provided that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consistent with prudent business practice and incurred in the ordinary course of business; provided further that the repayment in whole or in part of the Advances pursuant to Section 2.04 or Section 2.06 with the proceeds of Debt incurred pursuant to Section 5.02(b)(i)(B), Section 5.02(b)(i)(C) or Section 5.02(b)(iii)(G) shall not constitute an extension, refunding or refinancing under this subclause (F), (G) Capital Lease Obligations aggregating not more than $100,000,000 and other unsecured Debt incurred in the ordinary course of business; provided, in each case, that the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt or Capital Lease Obligations had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, and (H) Debt of the Borrower and its Subsidiaries, if any, arising in connection with receivables securitization programs on terms and conditions customary for transactions of that type in an aggregate principal amount not to exceed $100,000,000 at any time outstanding.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Restricted Subsidiaries to other Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv11.2(d),, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt of any Loan Party to another Loan Party or, to the extent permitted under Section 11.10 hereof, Debt of any Subsidiary to any Loan Party or of any Loan Party to any Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrowers hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Subordinated Debt not exceeding $5,000,000 at any time outstanding; (e) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) Endorsements for collection or deposit of any commercial paper secured in the ordinary course of business; (h) Guaranties of Debt otherwise permitted hereunder; (i) Debt assumed by any Loan Party in connection with an Acquisition permitted by Section 11.5 so long as the amount thereof does not exceed 50% of the total consideration to be paid by such Loan Party in respect of such Acquisition and no more than $1,000,000 of such assumed Debt is secured; (j) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (k) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $10,000,000.

Debt. Create, incur, assume Create or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume create or suffer to exist, any DebtDebt other than the following, exceptprovided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (i) in Debt owed to the case Company or to a Consolidated Subsidiary of the BorrowerCompany, provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Required Lenders; provided further that all such Debt that is owed to a Loan Party by a Person that is not a Loan Party (x) shall be permitted as an Investment under Section 5.02(i) and (y) shall be evidenced by an intercompany note, and pledged to the Agent as Collateral, (Aii) Debt owed existing on the Conversion Date and described on Schedule 5.02(d) hereto, and any Permitted Refinancing thereof, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iii) in an aggregate amount outstanding at any time not to exceed in the aggregate $15,000,000 during the twelve month period ending on the first anniversary of the Conversion Date, $30,000,000 during the twelve month period ending on the second anniversary of the Conversion Date, $45,000,000 during the twelve month period ending on the third anniversary of the Conversion Date and $60,000,000 during the twelve month period ending on the fourth anniversary of the Conversion Date and thereafter, (iv) Debt of a Wholly Owned Restricted Person existing at the time such Person is amalgamated, merged into or consolidated with the Company or any Subsidiary of the BorrowerCompany or becomes a Subsidiary of the Company; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (Bv) Debt arising under the Loan Documents, (vi) Debt under the Revolving Credit Agreement in connection with an asset based revolving facility (including any letters of credit or other obligations incurred thereunder) in an amount not to exceed $200,000,000 at any time outstanding, (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y) consisting of Hedge Agreement Obligations entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 5.02(m), (viii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States in an aggregate amount not to exceed $60,000,000 at any time outstanding; (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such Subsidiaries, (b) letters of credit issued for the benefit of any such Subsidiaries, (c) Hedge Agreements entered into by any such Subsidiaries and permitted under Section 5.02(m), and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount not to exceed $10,000,000 at any time outstanding, (x) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (xi) Debt which exists or may exist under the Secured Agreements in existence from time to time, subject to the Maximum Obligations Amount, (xii) Debt which exists or may exist under the Existing Secured Agreements in existence from time to time; provided that such Debt shall not be secured by any Lien other than a Lien permitted under Section 5.02(a)(x), (xiii) unsecured Debt consisting of guarantees of amounts owing by customers of the Company under equipment and vendor financing programs in an aggregate amount not to exceed at any time outstanding $55,000,000 during the twelve month period ending on the first anniversary of the Conversion Date, $60,000,000 during the twelve month period ending on the second anniversary of the Conversion Date, $65,000,000 during the twelve month period ending on the third anniversary of the Conversion Date, $70,000,000 during the twelve month period ending on the fourth anniversary of the Conversion Date, $75,000,000 during the twelve month period ending on the fifth anniversary of the Conversion Date, (xiv) unsecured Debt in connection with surety bonds, guarantees and letters of credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the like incurred in the ordinary course of business aggregating in an aggregate principal amount not more than to exceed $50,000,000 15,000,000 at any time outstanding, (xv) the Other Existing Letters of Credit, but, with respect to each Other Existing Letter of Credit, only until such time as such letter of credit expires in accordance with its terms in effect on the Conversion Date or is otherwise cancelled or terminated, (xvi) Guarantees (i) of any Loan Party in respect of Debt of the Company or any other Loan Party otherwise permitted hereunder and (ii) of any Subsidiary that is not a Loan Party in respect of Debt of any other Subsidiary that is not a Loan Party otherwise permitted hereunder, (xvii) additional Debt not to exceed at any time outstanding other than Guaranties or other contingent obligations $15,000,000 until the second anniversary of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 Conversion Date and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities$20,000,000 thereafter, and (Cxviii) other unsecured Debt incurred Conversion Junior Loan Refinancing Debt, to the extent the proceeds thereof are used to refinance the Junior Loans (as defined in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offeringExisting DIP Term Loan Agreement) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance substantially concurrently with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Conversion Date.

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: (i) in the case of the Borrower,Borrower,/2/ (A) Debt owed to a Wholly Owned Restricted Subsidiary in respect of the Borrower,Hedge Agreements permitted under Section 5.02(m) hereof; (B) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable ---------- /1/ Liens in respect of ▇▇▇▇▇▇▇ County mini-mill and Reverse Repurchase Agreement will be included on existing lien schedule (Schedule 4.01(v)). /2/ Debt in respect of Senior Notes, ▇▇▇▇▇▇▇ County mini-mill, the Convertible Notes and the Repurchase Agreement will be included on the Surviving Debt Schedule. to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryDebt; provided that (1) before and after giving effect to such Debt, the Borrower shall be is in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, , (A) Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the Borrowerholder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt in an aggregate principal amount not to exceed $10 million at any one time outstanding; (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt so long as no Event of the Borrower Default has occurred and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectsis continuing, (D) non-recourse or would result therefrom, Debt secured by Liens permitted by Section 5.02(a)(iv); provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the four-quarter period covered thereby, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, and (D) so long as no Event of Default has occurred and is continuing or would result therefrom, other secured Debt in an aggregate principal amount not to exceed $10 million at any one time outstanding.

Debt. CreateThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt of the Borrower,Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02; (Ac) Debt owed to contingent obligations as a Wholly Owned Restricted Subsidiary non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of the Borrower, (B) other unsecured Debt gas, in each case incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties business; (d) Debt under Capital Leases or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiarythat constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $5,000,000 in aggregate principal amount at any one time outstanding; (1e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at Secured Obligations on terms set forth in the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andGuaranty Agreement. (Ch) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business business; (includingi) Debt which represents an extension, for refinancing, or renewal of any of the avoidance foregoing; provided that, (i) the principal amount of doubtsuch Debt is not increased (other than by the costs, any long-term Debt incurred fees, and expenses and by accrued and unpaid interest and premium paid in connection with a note offeringany such extension, refinancing or renewal), (ii) other than Guaranties or other contingent obligations the interest rate of the Borrower such Debt is not increased, (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to any repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or other obligation renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04such extension, calculated based on the financial statements most recently delivered refinancing, or renewal are not materially more restrictive to the Lender Parties pursuant to Section 5.03 and obligor thereunder, taken as though a whole, than the original terms of such Debt had been incurred at and (vii) if the beginning Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the four-quarter period covered therebyrefinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as evidenced by a certificate of favorable to the chief financial officer Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (or person performing similar functionsi) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (a) of the Borrower delivered definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the Paying Agent demonstrating terms of the Permitted 2013 Bond Documents with respect to repayment of such complianceDebt is required to become obligated with respect thereto, (2D) such unsecured extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt ranks junior to so extended, refinanced or pari passu with renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the Facilities, (3) such unsecured Debt maturesdate that is 365 days following the Maturity Date, and does not begin to amortize until, more than six months after the Termination Date and (4E) the covenants and other material terms of any such extension, refinancing, or renewal are not materially less favorable to the obligors thereunder, taken as a whole, than the original terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsDebt; (iik) Permitted Unsecured Debt in the case of any Restricted Subsidiary of the Borrower, Debt owed an aggregate outstanding principal amount not to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerexceed $100,000,000; and (iiil) other Debt not to exceed $5,000,000 in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any Borrower may incur indebtedness other than the Indebtedness provided each of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptthe following terms and conditions are satisfied: (ia) any such indebtedness ("Subordinate Debt") shall be incurred by Borrower solely for or in the case respect of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary operation of the Borrower, (B) other unsecured Debt incurred Mortgaged Property in the ordinary course of business aggregating as a residential apartment rental project. Such Subordinate Debt shall be and remain payable to, held by, and in favor of only an “AIMCO Subordinate Lender”, which shall be defined as: AIMCO REIT, AIMCO OP or any entity in which AIMCO REIT or AIMCO OP holds Controlling Interest(s), whether directly or indirectly, and which entity shall have a term of existence not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations expiring prior to 10 years after the maturity date of the Note; (b) except (1) as set forth in Subsection (c), or (2) for any debt secured by an ownership interest in Borrower, any such Subordinate Debt shall be unsecured, and shall not be evidenced by a note or any like instrument; (c) any Subordinate Debt may be evidenced by a note and/or secured by a lien on the Mortgaged Property and/or the other assets of Borrower provided that: (i) the total debt service coverage ratio with respect to any the Mortgaged Property after the proposed Subordinate Debt or other obligation is incurred and/or secured by the Mortgaged Property will equal at least a ratio of any Unrestricted Subsidiary; provided that 1.10:1, as determined by Lender in its reasonable discretion. (1As used herein, the term "total debt service coverage ratio" means the ratio of (A) the Borrower shall be in pro forma compliance with annual net operating income from the covenants contained in Section 5.04Mortgaged Property during the preceding 12 month period which is available for repayment of debt, calculated based on the financial statements most recently delivered after deducting reasonable and customary operating expenses, to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1B) the Borrower shall be in pro forma compliance with aggregate annual principal and interest payable under the covenants contained in Section 5.04Note, calculated based on the financial statements most recently delivered to proposed Subordinate Debt and any other then existing Subordinate Debt encumbering the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsMortgaged Property); (ii) the principal amount of such Subordinate Debt, together with the Indebtedness and all other Subordinate Debt then encumbering the Mortgaged Property, shall not exceed 85% of the value of the Mortgaged Property at the time the Borrower incurs the proposed Subordinate Debt, as determined by Lender, in Lender’s sole discretion; (iii) any note and security instrument evidencing or securing such Subordinate Debt (A) shall by its terms be expressly subordinate to the Indebtedness and to all amendments, extensions and renewals thereof; (B) shall provide that the AIMCO Subordinate Lender cannot exercise its remedies for a default under such Subordinate Debt without the prior written consent of the Lender; (C) shall provide that, so long as the Indebtedness is outstanding, all payments under any such note and/or security therefor shall accrue if the same are unpaid; (D) shall provide that payments shall be made in the case following order: (1) amounts due with respect to the operation and maintenance of the Mortgaged Property, including, without limitation, all monthly installments of principal and interest on the Indebtedness and any other operating expenses, capital expenses and tax and insurance payments, (2) amounts due with respect to any Subordinate Debt which is secured by a lien on the Mortgaged Property, and (3) amounts due with respect to any Subordinate Debt not secured by a lien on the Mortgaged Property; (E) shall provide that the AIMCO Subordinate Lender shall provide Lender with notice of any Restricted Subsidiary of default under the Subordinate Debt not cured within any applicable grace period at the same time it provides such notice to the Borrower; and (F) shall prominently state that the instrument and the Subordinate Debt are not assignable or otherwise transferable except to another AIMCO Subordinate Lender; (iv) Borrower delivers to Lender evidence in writing that the Subordinate Debt loan documents, Debt owed the total debt service coverage ratio and the aggregate loan to value ratio limitations set forth herein comply in all respects with the Borrower or to a Wholly Owned Restricted Subsidiary provisions of the Borrowerthis Section; and (iiiv) Borrower's incurring of Subordinate Debt and, if applicable, placement of a subordinate lien on the Mortgaged Property securing such Subordinate Debt shall not constitute an Event of Default under this instrument. (d) Borrower and the AIMCO Subordinate Lender shall execute such instruments and documents in connection with the status of such Subordinate Debt as Lender shall from time to time reasonably request, such document to be in the case form of the subordination agreement attached hereto as Appendix 1. Borrower shall bear any and all expenses necessary in connection with its Restricted Subsidiaries, compliance with the provisions of this subsection (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectsd), (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),including, without limitation, reasonable Attorneys' Fees.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Credit Party to any other Credit Party; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be 90 days past due, in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases incurred prior to the Petition Date and any Debt issued to refinance, refund, extend, renew or replace such Debt (“Refinancing Indebtedness”) so long as the principal amount of such Refinancing Indebtedness is not greater than the outstanding principal amount of such existing Debt plus the amount of any premiums or penalties and accrued and unpaid interest thereof and reasonable fees and expenses in connection therewith; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) the Senior Notes; (h) Debt in respect of the DIP Term Loan Facility; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) guarantees of Debt of any Credit Party permitted under this Section 6.1; (k) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations the purchase of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the BorrowerSand Reserves; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Al) Debt under existing on the Loan Documents, (B) the Surviving Debt Petition Date and set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),6.1.

Debt. CreateNeither the Borrower nor any Restricted Subsidiary will incur, incurcreate, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties Notes or other contingent obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower with respect to any Debt Notes or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in Indebtedness arising under the Loan Documents;. (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries,Subsidiaries existing on the date hereof that is reflected in the Financial Statements, including one or more guarantees of the PLX Senior Subordinated Notes and the other obligations of PLX under the PLX Senior Subordinated Indentures; provided that such obligations are extinguished on or prior to the date set forth in Section 8.04. (Ac) purchase money Debt and Debt under Capital Leases not to exceed $15,000,000 in the aggregate. (d) Debt under associated with workers' compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the Loan Documents,operation of the Oil and Gas Properties. (Be) the Surviving intercompany Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of Greenfield Projectsits Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (Df) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv9.03(d) and Section 9.03(e),, the principal amount of which does not exceed $5,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under the 2002 Senior Subordinated Notes and any guarantees thereof by the Guarantors, the principal amount of which does not exceed $200,000,000 in the aggregate. (i) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding.

Debt. CreateThe Company shall not, nor shall it permit any Subsidiary to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case Debt of the Borrower,Credit Parties under the Credit Documents; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by a Credit Party to another Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be 90 days past due, in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith and by appropriate proceedings; (including, for the avoidance of doubt, any long-term Debt incurred d) purchase money indebtedness or Capital Leases in connection with a note offering) other than Guaranties or other contingent obligations an aggregate principal amount not to exceed 10% of the Company’s consolidated Net Worth at any time; provided neither Borrower with respect nor any Subsidiary may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to any cause a Default; (e) Debt or other obligation secured by Liens of any Unrestricted Subsidiarythe type described in Section 6.2(f); (f) Permitted Subordinated Debt; (g) Debt existing on the Effective Date and set forth in Schedule 6.1; and (h) Debt for borrowed money incurred after the Effective Date and not otherwise covered under this Section 6.1 in an aggregate amount not to exceed $300,000,000; provided that (1i) such Debt is unsecured, (ii) the Borrower shall scheduled maturity of such Debt is at least six months past the scheduled Term B Maturity Date and no amortization payments are required thereunder other than at the scheduled maturity thereof, (iii) the covenants under credit facility for such Debt are not more restrictive than the covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, and (iv) the Company and its Subsidiaries are in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case this Agreement, both before and after giving effect to each incurrence of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),such Debt.

Debt. CreateThe Borrower shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of Secured Obligations and the Borrower,Debt outstanding under the Bilateral Agreement; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be 90 days past due, in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith and by appropriate proceedings; (includingd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided neither the Borrower nor any Subsidiary of the Borrower may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Debt secured by Liens of the type described in Section 6.2(f); (f) Debt existing on the Effective Date and set forth in Schedule 6.1; provided that, for (i) the avoidance Borrower shall not amend the maturity date thereof to a date that is at or earlier than the scheduled Maturity Date, (ii) the Borrower shall not make any prepayments thereof other than as expressly provided by the terms thereof existing on the date hereof, and (ii) the amount of doubt, any long-term such Debt may not be increased other than as a result of fees and expenses reasonably incurred in connection with a note offeringany refinancing, refunding, renewal, or extension thereof; (g) other than Guaranties or other contingent obligations of Debt represented by the Borrower with respect Convertible Senior Notes pursuant to any Debt or other obligation of any Unrestricted Subsidiarythe Indenture and the subsidiary guarantees thereof pursuant to the Indenture; provided that (1i) all of such Debt shall have been issued under the Borrower shall be in pro forma compliance with initial issuance thereof or under the covenants contained in Section 5.04over-allotment option exercised by the underwriters thereof, calculated based on the financial statements most recently delivered (ii) immediately before and immediately after giving effect to the Lender Parties pursuant to Section 5.03 issuance of such Debt, no Default or Event of Default shall have occurred or be continuing, and as though (iii) such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief shall not have (A) any affirmative or negative covenant (including financial officer (or person performing similar functionscovenants) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no that is more restrictive than those set forth in this Agreement, provided that the Loan Documents; (ii) in the case inclusion of any Restricted covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (h), (B) any restriction on the ability of the Borrower or any of its Subsidiaries to enter into or amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) any collateral or other security for such Indebtedness, (D) any restrictions on the ability of any Subsidiary of the BorrowerBorrower to guarantee the Secured Obligations, Debt owed to (E) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations or to (F) a Wholly Owned Restricted Subsidiary of the Borrowerscheduled maturity date that is earlier than June 30, 2011; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ah) Debt not otherwise permitted under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt terms of the Borrower and Restricted Subsidiaries incurred solely this Section 6.1 in an aggregate amount not to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),exceed $5,000,000.

Debt. Create, incur, assume or suffer to existassume, permit, guarantee, or permit any of its Restricted Subsidiaries otherwise become or remain, directly or indirectly, liable with respect to create, incur, assume or suffer to exist, any Debt, except: (a) Debt evidenced by this Agreement and the other Loan Documents; (b) Debt incurred by any Loan Party; provided that at the time of incurrence of such Debt and after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence; provided, further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (c) Debt in the form of deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments, earnouts, non-competition agreements and other contingent arrangements) or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other Investment permitted under this Agreement; (d) Debt of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (iii) any Subsidiary that is not a Loan Party to a Loan Party; provided, that the Loan Parties shall cause any Debt incurred pursuant to this clause (d) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (e) Debt and obligations in respect of self-insurance and obligations in respect of bids, tenders, trade contracts (other than for payment of Debt), leases (other than Capitalized Lease Obligations), public or statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature and similar obligations or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business; (f) Debt arising in connection with customary cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, and cash pooling arrangements among the Borrower or one or more Subsidiaries of the Borrower and a financial institution (or an in-house bank) and Debt rising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and Subsidiaries; (h) Debt of a Loan Party or any Subsidiaries under (A) any Cash Management Agreement in the ordinary course of business or (B) any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; provided, solely in respect of this clause (h)(ii), to the extent and owed to any Subsidiary that is not a Loan Party, the payment of any obligations in respect thereof shall be subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Agent; (i) Debt outstanding (or, in the case of a revolving facility, committed) on the Borrower,Closing Date and (other than in the case of intercompany Debt) described in Schedule 6.1 hereof and Refinancing Debt in respect thereof; (Aj) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties under incentive, non-compete, consulting, deferred compensation, or other contingent obligations of the Borrower with respect to similar arrangements incurred by any Debt Loan Party or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and; (Ck) other unsecured Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (includingl) customary obligations of a general partner, manager or member of a Fund in respect of subscription credit facilities or similar credit facilities of such Fund relating to Liens granted as permitted by Section 6.2(h); (m) other Debt of Subsidiaries (other than any Loan Party) in an aggregate principal amount not to exceed, at the time of incurrence of such other Debt, the greater of (i) $25,000,000 and (ii) 30% of Consolidated Adjusted EBITDA for the avoidance most recent four fiscal quarter period with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b), so long as after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of doubt, Default or Event of Default has occurred and is continuing at the time of incurrence of any long-term such other Debt; (n) other Debt in an aggregate amount outstanding at any time not in excess of $10,000,000; (o) guaranties by Loan Parties and Subsidiaries in respect of real estate lease obligations incurred in connection with the ordinary course of business; (p) guaranties by the Borrower of Debt of a note offering) other than Guaranties Guarantor or other contingent obligations guaranties by a Guarantor of Debt of the Borrower with respect to, in each case, to any Debt otherwise permitted pursuant to this Section 6.1; provided, that if the Debt that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (q) Purchase Money Debt; (r) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business or consistent with past practice, in each case, in respect of workers’ compensation claims, health, disability or other obligation of employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims; and (s) Debt assumed after the Closing Date in connection with any Unrestricted SubsidiaryPermitted Acquisition (or similar Investment permitted hereunder); provided that (1A) the Borrower only obligors with respect to any Debt assumed pursuant to this clause (i) shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though those Persons who were obligors of such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer prior to such Permitted Acquisition or Investment (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of a purchase of assets not constituting Equity Interests, the purchaser of such assets), (B) such Debt was not created in contemplation of such Permitted Acquisition or Investment, (C) to the extent such Debt is secured by a Lien on any Restricted Subsidiary assets or property of the Borrower, Debt owed to the Borrower or any of its Subsidiaries, it shall be subject to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt any applicable limitations set forth on Schedule 4.01(sin Section 6.2(u) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by after giving pro forma effect thereto, the Borrower would be in compliance with Section 5.02(a)(iv),6.13.

Debt. Create(a) The Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to createIncur any Debt (including Acquired Debt); provided, incurthat the Borrower and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, assume or suffer immediately after giving effect to exist, any Debt, exceptthe Incurrence of such Debt and the receipt and application of the proceeds therefrom: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case Consolidated Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries,, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – Commercially Sensitive Information]; and (A2) Debt under no Event of Default shall have occurred and be continuing at the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt time or as a consequence of the Borrower and Incurrence of such Debt; provided that the then outstanding aggregate principal amount of Debt that may be Incurred pursuant to this paragraph by Restricted Subsidiaries incurred solely to finance Capital Expenditures for that are not Guarantors shall not exceed the development greater of Greenfield Projects(x) [REDACTED – Time Period] and (y) [REDACTED – Percentage] of Consolidated Total Assets (in each case, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivdetermined on the date of such Incurrence),.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower,Obligations arising under the Loan Documents; (Ab) Debt owed accounts payable and accrued expenses, liabilities or other obligations to a Wholly Owned Restricted Subsidiary pay the deferred purchase price of the Borrower, (B) other unsecured Debt Property or services, from time to time incurred in the ordinary course of business aggregating which are not more greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $50,000,000 at any time outstanding other than Guaranties 2,500,000; (d) Debt associated with bonds or other contingent surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower with respect and any Subsidiary Guarantor or between Subsidiary Guarantors to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at Indebtedness on terms set forth in the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andGuaranty Agreement; (Cf) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerbusiness; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ag) Debt under the Loan Documents, Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (i) such Debt is unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) such Debt does not contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of default (other than the Surviving failure to make any payment of principal when due on the maturity date); (vii) such Debt set forth does not have any restriction on Schedule 4.01(s) hereto, (C) non-recourse Debt the ability of the Borrower and Restricted or any of its Subsidiaries incurred solely to finance Capital Expenditures amend, supplement or modify this Agreement or the other Loan Documents; (viii) such Debt does not have any restrictions on the ability of the Borrower or any of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the development Obligations; (ix) such Debt is not assignable or transferable and shall be held at all times by the Parent; and (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of Greenfield Projects, the Administrative Agent pursuant to a Security Instrument in form and substance satisfactory to the Administrative Agent). (Dh) non-recourse other Debt secured by Liens permitted by Section 5.02(a)(iv),not to exceed $2,500,000 in the aggregate at any one time outstanding.

Debt. CreateThe Borrower shall not, nor shall it permit any Credit Party to, create, assume, incur, assume or suffer to exist, or permit in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) Debt of its the Borrower and the Restricted Subsidiaries incurred to createfinance the acquisition, incurconstruction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), assume including obligations in respect of Capital Leases and any Debt assumed in connection with the acquisition of any such assets or suffer secured by a Lien on any such assets prior to existthe acquisition thereof, and extensions, renewals and replacements of any Debtsuch Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this clause (b) shall not exceed 2% of Consolidated Net Tangible Assets at any time outstanding; (c) Debt consisting of obligations under performance bonds, except: bid bonds, appeal bonds and sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party (i) in connection with the case operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, or (ii) otherwise in the Borrower,ordinary course of business; (Ad) Debt owed to a Wholly Owned Restricted Subsidiary arising from the endorsement of instruments for collection in the Borrower,ordinary course of business; (Be) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Credit Party to any other Credit Party; provided that, such Debt is not more than $50,000,000 at held, assigned, transferred or held by any time outstanding Person other than Guaranties or other contingent obligations of the Borrower or any other Credit Party or, in the case of a pledge, to the Administrative Agent and provided further that, any such Debt shall be subordinated to the Obligations as provided in the Guaranties; (f) to the extent constituting Debt, liabilities for tax and governmental assessments in the ordinary course of business that are not yet due or that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with respect to any Debt or other obligation of any Unrestricted SubsidiaryGAAP; (g) Specified Additional Debt; provided that that, (1i) the principal amount of such Specified Additional Debt shall not exceed $500,000,000, (ii) the Borrower shall be have complied with Section 5.2(t), (iii) no Default or Borrowing Base Deficiency exists at the time of incurrence of such Specified Additional Debt or would result therefrom (including after giving effect to any adjustment in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties Borrowing Base pursuant to Section 5.03 2.2(f) and as though any prepayment made to the extent required by Section 2.5(c)(iv)), and (iv) after giving effect to the incurrence of such Debt had Specified Additional Debt, the Parent is in compliance on a pro forma basis with Section 6.16 and Section 6.17 for the period most recently ended for which financial statements have been incurred at the beginning of the four-quarter period covered therebydelivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as evidenced by a certificate of the chief financial officer applicable; (or person performing similar functionsh) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior extent constituting Debt, in-kind obligations relating to net oil or pari passu with natural gas balancing positions arising in the Facilities, andordinary course of business; (Ci) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other unsecured than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (j) Debt (i) consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority or by third parties in the ordinary course of business, and (includingii) in respect of health, for disability or other employee benefits or property, casualty or liability insurance, in each case of the avoidance foregoing clauses (i) and (ii), (A) pursuant to customary reimbursement or indemnification obligations to such Person, and (B) which Debt is incurred in the ordinary course of doubtbusiness; (k) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (l) Hedging Arrangements to the extent not prohibited under Section 6.15; (m) to the extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business; (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business; provided that, such Debt is extinguished within five (5) Business Days of incurrence; (o) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding increases resulting from the rolling into such refinanced, extended or replaced principal of any long-term Debt accrued, unpaid interest and any expenses or premium incurred in connection with a note offeringany such extension, replacement or refinancing and including prepayment and make whole premiums) of such Debt as of the date of such extension or refinancing; (p) Debt that may be deemed to arise pursuant to customary indemnification and purchase price adjustment provisions contained in agreements for asset purchase and sale transactions (including investments permitted under Section 6.3 hereof (other than Guaranties or other contingent obligations of the Borrower with respect to an Unrestricted Subsidiary)); (q) Guarantees of Debt of a Credit Party to the extent that the incurrence of the Debt by such Credit Party would itself be permitted hereby; (r) Guarantees of Debt of Unrestricted Subsidiaries (including with respect to Debt of the type described in Section 6.1(p) above)) not to exceed $10,000,000 in the aggregate when combined with the value of all investments made in Unrestricted Subsidiaries pursuant to Section 6.3(m)(iii); (s) other unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $15,000,000 at any time; and (t) Debt or other obligation of any Unrestricted SubsidiaryPerson that becomes a Restricted Subsidiary after the date hereof; provided that (1i) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred exists at the beginning time such Person becomes a Restricted Subsidiary and is not created in contemplation of the four-quarter period covered therebyor in connection with such Person becoming a Restricted Subsidiary, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case aggregate principal amount of Debt permitted by this clause (t) shall not exceed an amount equal to two percent (2%) of Consolidated Net Tangible Assets at any Restricted Subsidiary of the Borrowertime outstanding, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and and (iii) in the case such Debt does not consist of the Borrower indebtedness for borrowed money (including bonds, debentures, indentures, term loans, and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivcredit facilities),.

Debt. CreateNo Loan Party shall, incur, assume or suffer to exist, or nor shall it permit any of its Restricted Subsidiaries to to, create, assume, incur, assume or suffer to existin any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not more than to exceed $50,000,000 5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time outstanding other than Guaranties or other contingent obligations that the Second Lien Loan Documents would prohibit the incurrence of Debt in the Borrower with respect form of purchase money indebtedness, this clause (d) shall be deemed to any Debt or other obligation of any Unrestricted Subsidiaryexclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (1i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall be not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in pro forma compliance the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered payment by such Banking Services Provider of accounts payable to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning trade creditors of the four-quarter period covered therebyLoan Parties for goods or services, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2iii) such unsecured Debt ranks junior to or pari passu with the Facilities, and current operating liabilities (Cother than for borrowed money) other unsecured Debt which in each case is (x) incurred in the ordinary course of business business, as presently conducted and (includingy) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the avoidance “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of doubtany issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any long-term Debt incurred in connection with issuance following June 30, 2015), as applicable, calculated on a note offering) other pro forma basis after giving effect to the incurrence of such Debt, shall not be more than Guaranties or other contingent obligations of 3.50 to 1.00 and the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the covenants contained in Section 5.04Availability shall not be less than 25% of the then existing Borrowing Base, calculated based on the financial statements most recently delivered after giving effect to the Lender Parties incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 5.03 and as though 2.2(e); (iii) such Debt had been incurred at the beginning is not secured by any Lien; (iv) no principal amount of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more matures earlier than six months after the Termination Date Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (4vi) the agreement or indenture governing any such Debt shall have covenants and other material terms of such unsecured Debt restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Restricted Subsidiary Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the Borrowerthen existing Borrowing Base, after giving effect to the incurrence of such Debt owed and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to a Wholly Owned Restricted Subsidiary of guarantee the BorrowerSecured Obligations or to pledge assets as Collateral for the Secured Obligations; and (iiixi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the case ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the Borrower and its Restricted Subsidiaries,definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (Al) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents, (B) Documents are not in effect, Debt not otherwise permitted under the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt preceding provisions of this Section 6.1; provided that, the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the case Financial Statements. (c) Debt under Capital Leases or non-recourse purchase money Debt not to exceed $2,000,000 at any time. (d) Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Borrower,Oil and Gas Properties. (Ae) intercompany Debt between the Borrower, or between the Borrower and any Subsidiary or between any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to a Wholly Owned Restricted Subsidiary of the Borrower,Indebtedness on terms set forth in the Guaranty Agreement, or otherwise on terms, and pursuant to documentation, acceptable to the Administrative Agent. (Bf) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business aggregating business. (g) other Debt not more than to exceed $50,000,000 5,000,000 in the aggregate at any one time outstanding other than Guaranties or other contingent obligations of outstanding. To satisfy the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those requirements set forth in the Loan Documents; second proviso to clause (iie) in above, the case of Borrower hereby subordinates and makes inferior any Restricted Subsidiary of the Borrower, and all intercompany Debt now or at any time hereafter owed by any Guarantor to the Borrower to the Indebtedness, and agrees that if an Event of Default shall have occurred and be continuing, not to permit any such Guarantor to repay, or to a Wholly Owned Restricted Subsidiary accept payment from any such Guarantor of, such Debt or any part thereof without the prior written consent of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Lenders.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or Secured Swap Agreements. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) Debt of any Loan Party in respect of deferred payment obligations for well completion services in connection with the development of its Oil and Gas Properties including drilling, fracking services and other related services; provided that (i) the principal amount of such payment obligations outstanding at any one time shall not exceed $10,000,000 and (ii) such Debt shall not be secured by any Liens (other than Excepted Liens). (d) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the case of the Borrower,aggregate at any time outstanding. (Ae) Debt owed to a Wholly Owned Restricted Subsidiary associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the Borrower,ordinary course of business. (Bf) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other unsecured than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt incurred owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business aggregating or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not more constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $50,000,000 1,000,000 in the aggregate at any time outstanding other outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than Guaranties 120 days after the Maturity Date. (j) Debt incurred by the entering into of any guarantee of, or other into another contingent obligations of the Borrower obligation with respect to any to, other Debt or other obligation liability of any Unrestricted Subsidiaryother Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $1,000,000 in the aggregate at any time outstanding. (m) unsecured Debt owing by the Borrower to the Parent which shall not exceed $1,000,000 outstanding at any time; provided that (1i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower shall be is in pro forma Pro Forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered 9.01 after giving effect to the Lender Parties pursuant to Section 5.03 and as though incurrence of such Debt had been incurred at the beginning of the four-quarter period covered therebyDebt, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2ii) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred that exists at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, any time from and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the BorrowerFirst Redetermination Date, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) such Debt under does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Loan Documents, Maturity Date, (B) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Surviving Debt set forth on Schedule 4.01(s) hereto, Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), (C) non-recourse such Debt does not prohibit prior repayment of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield ProjectsLoans, (D) nonthe terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (E) the terms of such Debt are the result of arm’s-recourse length negotiations. (o) Debt secured which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, if such extension, refinancing, or renewal occurs on or after the First Redetermination Date, (i) the principal amount of such Debt is not increased (other than by Liens permitted the costs, fees, premiums and expenses and by Section 5.02(a)(ivaccrued and unpaid interest paid in connection with any such extension, refinancing or renewal),, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.

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: (i) in the case of the BorrowerBorrower or a Subsidiary Guarantor, (A) Debt owed to a Wholly Owned Restricted Subsidiary in respect of the Borrower,Hedge Agreements permitted under Section 5.02(m) hereof; (B) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, (x) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any and (y) Debt or other obligation of any Unrestricted Subsidiarysecured by Liens permitted under Section 5.02(a)(vi); provided that (1) before and after giving effect to such Debt, the Borrower shall be is in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, , (A) Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the Obligations of the Borrowerholder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt in an aggregate principal amount not to exceed $50 million at any one time outstanding; and (C) Debt of a newly-formed or newly-acquired Subsidiary owed to a Person financing the formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary as contemplated by Section 5.02(f)(vii); (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt so long as no Event of the Borrower Default has occurred and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectsis continuing, (D) non-recourse or would result therefrom, Debt secured by Liens permitted by Section 5.02(a)(iv5.02(a)(v),; provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the four-quarter period covered thereby, and (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate.

Debt. CreateHoldings and the Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the case ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower,Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (Ai) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to a Wholly Owned any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the Borrower,proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (Bk) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other unsecured Debt service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business aggregating business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition permitted hereunder not more than $50,000,000 to exceed in the aggregate outstanding at any time outstanding other than Guaranties $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other contingent obligations service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Borrower with respect Restricted Subsidiaries to any Debt their current or other obligation former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Unrestricted SubsidiaryParent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (1i) such Debt is not guaranteed by any Obligor, (ii) the Borrower holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall be in pro forma compliance with not exceed the covenants contained in greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 5.04, calculated based on the financial statements 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in an aggregate principal amount not to exceed the Lender Parties pursuant to Section 5.03 amount permitted under the ABL Intercreditor Agreement and as though such any Refinancing Debt had been incurred at thereof not prohibited by the beginning terms of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andABL Intercreditor Agreement; (Cr) other unsecured Debt Guaranties incurred in the ordinary course of business (includingand not in respect of Debt for borrowed money) in respect of obligations to suppliers, for customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the avoidance deferred purchase price of doubt, any long-term Debt goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with a note offeringopen accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) other than Guaranties or other contingent unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the Borrower with respect to any Debt or other obligation ordinary course of any Unrestricted Subsidiary; provided that (1) the Borrower shall be business and not in pro forma compliance connection with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning borrowing of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsmoney; (iit) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the case of any Restricted Subsidiary extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the BorrowerSpecified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt owed evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the Borrower or to a Wholly Owned Restricted Subsidiary of outstanding principal amount thereof on the BorrowerClosing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (iiix) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the case event that an item of Debt meets the criteria of more than one of the Borrower types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and its Restricted Subsidiaries, (A) will only be required to include the amount and type of such Debt under in one or, if it satisfies the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt criteria for more than one clause above, can be allocated among one or more of the Borrower above clauses. The accrual of interest, the accretion of accreted value and Restricted the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries incurred solely to finance Capital Expenditures for the development so long as such Persons (x) are not Subsidiaries of Greenfield Projects, Holdings or (Dy) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivare Specified Unrestricted Subsidiaries),.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of other Loan Party or its Restricted Subsidiaries to to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv7.02(d),, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Subordinated Debt) of the Borrower to any Guarantor or of any Guarantor to the Borrower; provided that to the extent requested in writing by the Administrative Agent such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) the Earn-Out Obligations; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (f) Debt outstanding on the date hereof and listed on Schedule 7.01 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (g) the Debt to be Repaid (so long as such Debt is repaid on the Commitment Effective Date with the proceeds of the initial Loans hereunder); (h) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions or (ii) purchasers in connection with dispositions, in each case permitted under Section 7.05; (i) Intercompany Subordinated Debt in an aggregate outstanding principal amount not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (j) Contingent Liabilities in respect of guarantees of any Loan Party in respect of Debt or other obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (k) subject to the terms of the Intercreditor Agreement (to the extent applicable) and so long as (i) the Intercreditor Agreement has been fully executed and delivered and is acceptable in form and substance to the Administrative Agent and (ii) the Term B-2 Loan (if it has been funded prior to the issuance of the Private Placement Notes) is repaid on a Dollar for Dollar basis in an amount equal to the aggregate principal amount the Private Placement Notes, Debt pursuant to the Private Placement Notes and Private Placement Note Purchase Agreement in an aggregate outstanding principal amount not at any time exceeding $40,000,000 and any refinancings, refundings, renewals or extensions thereof to the extent permitted under the Intercreditor Agreement (to the extent applicable); (l) unsecured Debt and Debt secured by Liens permitted under Section 7.02(h), in addition to the Debt listed above, collectively, in an aggregate outstanding principal amount not at any time exceeding $20,000,000 so long as (A) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (B) after giving effect to such Debt, Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (m) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $30,000,000 so long as (a) such Debt is subordinated to the Obligations, and pursuant to documentation, on terms satisfactory to the Administrative Agent, (B) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (C) after giving effect to such Debt, Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered.

Debt. CreateEach of the Parent and the Borrower will not, and will not permit any of its Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt under Capital Leases and purchase money Debt of the Borrower,Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (Ac) Debt owed to a Wholly Owned Restricted Subsidiary associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Borrower,Oil and Gas Properties; (Bd) other unsecured Debt endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of business; (e) intercompany Debt between the Borrower with respect and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based Obligations on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsGuaranty Agreement; (f) Second Lien Term Debt and any guarantees thereof, the principal amount of which does not exceed in the aggregate, at the time any such Debt is incurred, an amount equal to the product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any reduction of the Borrowing Base pursuant to clause (vii) below); provided that: (i) such Debt shall be at all times subject to the Intercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (ii) in the case of any Restricted Subsidiary portion of the Borrower, non-default cash interest rate on the outstanding principal amount of such Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary comprised of the Borrower; and LIBOR floor plus the applicable margin does not exceed (iiiA) 11% per annum in the case of the Borrower Tranche A Loans and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) 12% per annum in the Surviving case of the Tranche B Loans, and the portion of the non-default PIK interest rate on the outstanding principal amount of such Debt set forth on Schedule 4.01(sdoes not exceed (Y) hereto,4% per annum in the case of the Tranche A Loans and (Z) 0% per annum in the case of the Tranche B Loans; (iii) such Second Lien Term Debt does not have any scheduled principal amortization; (iv) such Second Lien Term Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (v) both before and immediately after giving effect to the incurrence of any such Debt after the Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (vi) the net cash proceeds of the incurrence thereof shall be used to provide working capital for lease acquisitions, for exploration and production operations and for development (including the drilling and completion of producing ▇▇▇▇▇), for acquisitions and Investments permitted hereunder and for funding general corporate purposes; and (vii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c); for purposes of clarification, any Second Lien Term Debt incurred under this Section 9.02(f) which is repaid may not be reborrowed under this Section 9.02(f); (Cg) non-recourse Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance the outstanding Second Lien Term Debt permitted under Section 9.02(f) or to refinance the outstanding Refinanced Debt, as the case may be; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, (ii) both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and any concurrent repayment of Second Lien Term Debt or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default or Event of Default shall occur and be continuing or would result therefrom, and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of clarification, any Permitted Refinancing Debt incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); and (h) Guarantees by the Parent and its Subsidiaries of Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) nonor any Wholly-recourse Debt secured by Liens Owned Subsidiary Guarantor otherwise permitted by Section 5.02(a)(iv),hereunder.

Debt. Create, incur, assume issue or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, exceptexcept any of the following: (i) in the case of the Borrower, (Aa) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan Documents; (b) Debt outstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings of such Debt; provided that (i) the amount of such Debt is not increased at the time of such extension, renewal or refinancing unless permitted by Section 8.01(f) and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Debt in respect of, under, or consisting of Permitted Hedging Obligations; (d) Debt in respect of capital leases and purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of all such Debt at any one time outstanding shall not exceed $5,000,000 (or its equivalent in other currencies); (e) Debt incurred by any Loan Party that is subordinated in right of payment to the Obligations in the case form of any Restricted Subsidiary unsecured or junior lien subordinated debt (“Subordinated Debt”); provided that (i) immediately before and after the incurrence of the Borrowersuch Subordinated Debt, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, no Event of Default shall exist or would result therefrom and (B) the Surviving Debt set forth Borrowers shall be in compliance on Schedule 4.01(sa Pro Forma Basis with (1) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),a Consolidated Interest Coverage Ratio greater than 2.50:1.00 and

Debt. Create, incur, assume Said Borrower and its Subsidiaries will not incur or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower be liable with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided except that (1) the Borrower following shall be in pro forma compliance with permitted, without duplication, (i) Debt outstanding under this Agreement and the covenants contained in Section 5.04Note, calculated based on the financial statements most recently delivered to the Lender Parties (ii) Debt secured by a Lien pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby6.8(iii), as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s6.7 hereto, (iv) hereto, Debt by and between any Borrower and any other Borrower, (Cv) Debt by and between any Borrower and any Subsidiary of the Parent which is not a Borrower, provided that at no time shall (y) the outstanding principal amount of such Debt owing by any such non-recourse Borrower Subsidiary to a Borrower, less (z) the outstanding principal amount of such Debt owing by any Borrower to any such non-Borrower Subsidiary, when aggregated with all other Inter-company Transactions then outstanding, on a net basis, exceed $3,000,000, (vi) Debt of any Foreign Subsidiary, other than as set forth in clause (v) hereof, (vii) Debt permitted under Section 6.12, (viii) Guarantees by any Borrower of any obligation of any other Borrower, to the extent such obligation is not a Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectslatter which is prohibited hereunder, (Dix) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),which is subordinated in priority of lien (if secured) and right of payment to Debt to the Bank pursuant to a subordination agreement to which the Bank is a party, (x) Debt incurred from financing insurance premiums of the Borrowers and their Subsidiaries, and (xi) other unsecured Debt of any Borrower in an aggregate principal amount outstanding at any time not to exceed $500,000 of all such Debt of all Borrowers in the aggregate.

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: (ia) Debt under the Loan Documents; (b) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt in the case respect of the Borrower, Swap Agreements (A) Debt owed to a Wholly Owned Restricted Subsidiary of existing on the Borrower, Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date; provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes that are non-speculative in nature (including with respect to the term and purpose thereof); (d) Debt of (A) the Borrower owing to any Restricted Subsidiary, and (B) any of the Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary; provided that (i) any such Debt consisting of a loan or advance by a Loan Party shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents, (ii) any such Debt owing by a Loan Party to a Non-Guarantor Subsidiary shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (iii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) (i) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets of the Borrower or any Restricted Subsidiary so long as such Debt is incurred not more than 180 days after the date of acquisition or completion of construction or improvement, (ii) Debt assumed in connection with the acquisition of any fixed or capital assets of the Borrower or any Restricted Subsidiary (other than any such Debt created in contemplation of such acquisition that does not secure the purchase price or Debt incurred to pay the purchase price), and (iii) any Permitted Refinancing of Debt described in the preceding clauses (i) and (ii); provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $83,750,000 or 50% of Consolidated EBITDA for the most recently completed Measurement Period; (f) Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $83,750,000 and 50% of Consolidated EBITDA for the most recently completed Measurement Period; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) Debt in an aggregate amount not to exceed the greater of $83,750,000 and 50% of Consolidated EBITDA for the most recently completed Measurement Period at any time outstanding, and any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Debt comprised of indemnities given by the Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Restricted Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of, or that are merged or consolidated pursuant to Section 7.4(d) or Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition, merger or consolidation; (l) Debt of Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed the greater of $58,600,000 and 35% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period at any time outstanding; (m) Permitted Incremental Equivalent Debt, and any Permitted Refinancing thereof; (n) Debt under Cash Management Agreements and similar arrangements in each case in connection with cash management, financial services and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (o) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e), (i), (k) or (o) or Section 7.4(c), and any Permitted Refinancing thereof, and Debt of any Person that is incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection with an acquisition by the Borrower or such Restricted Subsidiary or any other Investment pursuant to Section 7.6(e), (i), (k) or (o) or Section 7.4(c), and any Permitted Refinancing thereof; provided that after giving pro forma effect to such permitted acquisition or other similar Investment, the aggregate amount of Debt incurred pursuant to this clause (p) at any time outstanding does not exceed the greater of $83,750,000 and 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period; (q) Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligation obligations of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred nature required in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred or in connection with a note offering) other than Guaranties the enforcement of rights or other contingent obligations claims of the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to any Debt ERISA), public, regulatory or other obligation statutory obligations or payment of any Unrestricted Subsidiary; provided that (1) the Borrower shall be customs duties in pro forma compliance connection with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning importation of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsgoods; (iir) in the case of Permitted Other Debt and any Restricted Subsidiary of the Borrower, Permitted Refinancing thereof; (s) [reserved]; (t) Credit Agreement Refinancing Debt; (u) Debt owed to incurred by the Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts and holdback amounts) or other similar adjustments; (v) Debt incurred by a Restricted Company under letter of credit facilities in an aggregate amount not to a Wholly Owned Restricted Subsidiary of the Borrowerexceed $5,000,000 at any time outstanding; and (iiiw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the case clauses (a) through (v) above. For purposes of the Borrower and its Restricted Subsidiaries, determining compliance with this Section 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w) but may be permitted in part under the Loan Documents, any relevant combination thereof (and subject to compliance, where relevant, with Section 7.1), and (B) in the Surviving event that an item of Debt set forth on Schedule 4.01(s(or any portion thereof) hereto, (C) non-recourse Debt meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), the Borrower from time to time may, in its sole discretion, classify, divide, reclassify or redivide such item of Debt (or any portion thereof) in any manner that complies with this Section 7.2 and Restricted Subsidiaries will be entitled to only include the amount and type of such item of Debt (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be treated as having been incurred solely or existing pursuant only to finance Capital Expenditures for such clause or clauses (or any portion thereof); provided that all Debt outstanding under this Agreement and the development other Loan Documents shall at all times be deemed to have been incurred pursuant to clause (a) of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by this Section 5.02(a)(iv),7.2.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at owed by any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect Credit Party to any Debt or other obligation of any Unrestricted SubsidiaryCredit Party; provided that (1i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $1,500,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement, (iii) any agreement governing such Debt shall include representations, warranties, covenants and events of default, taken as a whole, no less favorable to the Borrower in any material respect than this Agreement and (iv) the terms and provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $1,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; (o) the Term B Debt under the Term B Credit Documents; provided that (i) the aggregate principal amount thereof outstanding at any time does not exceed $325,000,000, (ii) immediately after giving effect to the incurrence of any such Term B Debt, the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 6.16 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance 6.17 and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1iii) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04Term B Collateral Agent, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning behalf of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms all holders of such unsecured Debt are no more restrictive than those set forth in Term B Debt, shall have entered into the Loan DocumentsIntercreditor Agreement; (iip) in Debt existing on the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerdate hereof and set forth on Schedule 6.1; and (iiiq) in the case of the Borrower and its Restricted Subsidiaries, (A) unsecured Debt not otherwise permitted under the Loan Documents, (B) preceding provisions of this Section 6.1; provided that, the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate principal amount thereof shall not exceed $1,000,000 at any time.

Debt. No Company may: (a) Create, incur, assume incur or suffer to existexist (directly or indirectly) any direct, indirect, fixed or contingent liability for any Debt except the following (the “Permitted Debt”): (i) the Obligation; (ii) Debt existing on the Closing Date, as more particularly described on Schedule 8.2 (the “Existing Debt”); (iii) either (A) any Debt arising under or in connection with any Structured Financing that is entered into as a result of an Asset Securitization or (B) any Qualified Intercompany Debt; (iv) Debt under debentures issued by a Company to an SBIC in an aggregate amount not to exceed $25,000,000 at any one time outstanding (including any such Debt existing on the Closing Date and described on Schedule 8.2), but in any case having recourse to PMC, having the following general attributes: (A) such indebtedness is secured solely by liens on parcels of Qualifying Real Estate; (B) the loan documents evidencing such indebtedness do not contain covenants or other agreements that are more restrictive than those found in the Credit Documents, do not cross-default to the Credit Documents, and are otherwise in form and substance acceptable to Administrative Agent and Required Lenders; and (C) no Event of Default or Potential Default has occurred and is continuing when any such Debt is to be incurred, and no Event of Default or Potential Default would be created by such incurrence. Prior to the incurrence of any Debt permitted by this clause (iv), PMC shall deliver a written notice to Administrative Agent of its intent to incur such Debt, the proposed obligor, proposed obligee, amount, rate and scheduled amortization of such proposed Debt. PMC shall also provide any other information requested by Administrative Agent and Lenders with respect to such proposed financing, including, without limitation, copies of the loan documents evidencing the proposed financing; and (v) indebtedness and other obligations arising under Rate Management Transactions contemplated by this agreement. (b) Prepay, purchase, repurchase, defease or redeem, or permit cause to be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its Restricted Subsidiaries to createDebt (including, incur, assume or suffer to existwithout limitation, any Qualified Intercompany Debt), exceptor fund or cause to be funded any sinking or similar fund for any such Debt (including, without limitation, any Qualified Intercompany Debt), except for: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsObligation; (ii) any Debt (other than any Qualified Intercompany Debt) permitted under Section 8.2(a)(iv) above in connection with the case of any Restricted Subsidiary sale of the Borrower, Debt owed to the Borrower or underlying real property to a Wholly Owned Restricted Subsidiary of the Borrower; andthird party in an arm’s-length transaction, so long as all prepayments required by Section 3.2(c) are made simultaneously therewith; (iii) With the consent of the Administrative Agent, any Debt owed by a Special Purpose Entity (other than any CDO Subsidiary) incurred in connection with an Asset Securitization, so long as (A) such Debt has been reduced to 15% or less of its original principal amount, (B) such prepayment fully extinguishes such Debt, (C) no Potential Default or Event of Default then exists or would be created by such prepayment, and (D) all remaining Mortgage Loans and related assets of such Special Purpose Entity are promptly transferred to PMC; or (iv) in the case of Qualified Intercompany Debt, any payments expressly permitted by Section 8.2(c) below. (c) Prepay, purchase, repurchase, defease or redeem or cause to be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its Qualified Intercompany Debt, or fund or cause to be funded any sinking or similar fund for any Qualified Intercompany Debt. Notwithstanding the Borrower foregoing, (i) PMC may make regularly scheduled interest payments on its Qualified Intercompany Debt and payments of principal on its Restricted Subsidiaries, Qualified Intercompany Debt upon its stated maturity unless (A) Debt an Event of Default has occurred and is continuing under the Loan Documents, Section 10.1 as a result of a failure to make a payment of principal or interest under any Note or under Section 10.11 as a result of any nonpayment of any Rate Management Obligation when due, or (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt maturity of the Borrower Obligation has been accelerated pursuant to either Section 11.1(a) or 11.1(b) hereof, and Restricted Subsidiaries incurred solely (ii) PMC may make other principal payments or prepayments of Qualified Intercompany Debt (and payment of accrued interest thereon), at its option, at any time prior to finance Capital Expenditures for the development stated maturity thereof, unless an Event of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Default has occurred and is then continuing.

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, exceptDebt other than: (ia) in In the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Borrowers, Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) In the case of MediaBay, debt owed to any Wholly-Owned Subsidiary of MediaBay, and in the case of any Restricted Subsidiary of the BorrowerSubsidiaries of MediaBay (including Radio Spirits and Audio Book Club), Debt owed to the Borrower MediaBay or to a Wholly Owned Restricted ▇ ▇▇▇▇▇▇-▇▇▇ed Subsidiary of MediaBay; provided, that all such Debt owed by any Subsidiary to MediaBay shall be evidenced by a promissory note, such promissory note shall be pledged to the BorrowerAdministrative Agent pursuant to the terms of the Security Agreement or such other document (including, without limitation, the Note Assignment Agreement) and, in the case of Debt owed by any Subsidiary, there shall be no restrictions whatsoever on the ability of such Subsidiary to repay such Debt; and (iiic) in In the case of the Borrower Borrowers and its Restricted any of their Subsidiaries,: (i) Debt (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv6.1(d) and (B) Capitalized Leases, collectively not to exceed in the aggregate $500,000 at any time outstanding; (ii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iii) the Surviving Debt; (iv) Senior Subordinated Debt, provided that (A) principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.19 hereof and (B) the Borrower may, as required by the Senior Subordinated Debt Documents, cause its existing Subsidiaries and any Subsidiaries of the Company hereafter formed and/or acquired by the Company (or any Subsidiary of the Company) to issue guaranties of MediaBay Obligations under the Senior Subordinated Debt, which guaranties shall be substantially similar to the Subsidiary Guaranty issued pursuant to this Agreement, except that such guaranties will be subordinated to the Obligations of such Subsidiaries under the Subsidiary Guaranty or Guaranties issued or to be issued under this Agreement consistent with the subordination provisions set forth in the Convertible Senior Subordinated Note included in the Senior Subordinated Debt, will guaranty the Obligations of MediaBay under such Note and otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the holder of such Note; (v) Subordinated Debt, notwithstanding any other provision of this Section 6.2. (vi) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Debt referred to in this Section 6.2(c),, provided that (A) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to the refinancing and the direct and contingent obligors shall not be changed, as a result of or in connection with such extension, refunding or refinancing, except that any Subsidiary of the Company in existence at, or formed or acquired by the Company (or any Subsidiary of the Company) subsequent to, the date of any of such extension of the maturity of, or refunding or refinancing, in whole or in part, of the Senior Subordinated Debt, shall be permitted to guarantee such Debt as so extended, refunded or refinanced, to the same extent as such Subsidiaries are permitted to guarantee such Debt pursuant to Section 6.2(c)(iv) hereof, and no prepayment premium or penalty of any kind shall be incurred in connection therewith, and the terms thereof are no less favorable to any Borrower or the Lender Parties or the Administrative Agent (except as and to the extent set forth in respect of Senior Subordinated Debt under clause (vi)(B) below) than the terms of the refunded or refinanced Debt and the fees, expenses and other costs associated therewith are reasonably acceptable to the Administrative Agent in the exercise of its reasonable discretion; (B) no amendment, modification or supplement to the terms of any Debt or any refinanced or refunded Debt shall be made except if and to the extent permitted under Section 6.13, but amendments and modifications to any replacement for the Senior Subordinated Debt which are not inconsistent with the terms of Section 6.13(b) shall be deemed acceptable to the Lenders and the Administrative Agent; and (C) with respect to the first refinancing of the Senior Subordinated Debt that exists on the Effective Date, the principal amount of the replacement Debt shall at least equal the sum of (i) the principal amount then outstanding of such Senior Subordinated Debt which is refinanced and (ii) the fees, expenses and other costs payable by MediaBay or its Subsidiaries in connection with such refinancing; (vii) the Huntingdon Financing Debt, provided that principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.20 hereof; (viii) the Huntingdon Secured Subordinated Loan, provided that principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.19 hereof; and (ix) up to $500,000 in additional senior secured indebtedness provided by Huntingdon or Norton Herrick, his family or affiliates on the same terms ▇▇▇ ▇▇▇▇▇▇▇▇▇s applicable to the Huntingdon Financing Debt provided that the holders of such senior secured indebtedness execute an intercreditor agreement in form and substance satisfactory to the Lenders and provided further that principal and interest shall be payable or paid by MediaBay only in accordance with the terms and conditions of the applicable Subordinated Debt Documents and subject to Section 6.20 hereof.

Debt. CreateHoldings and the Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) , including, without limitation, any Debt evidenced by the Enterprise Master Lease Agreement and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $75,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the case ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower,Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (Ai) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to a Wholly Owned any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the Borrower,proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (Bk) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other unsecured Debt service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business aggregating business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not more than $50,000,000 to exceed in the aggregate outstanding at any time outstanding other than Guaranties $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other contingent obligations of the Borrower service providers, (y) other similar arrangements incurred by such Persons in connection with respect to any Debt Permitted Acquisitions (or other obligation acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Unrestricted SubsidiaryParent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (1i) such Debt is not guaranteed by any Obligor, (ii) the Borrower holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall be in pro forma compliance with not exceed the covenants contained in greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 5.04, calculated based on the financial statements 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in an aggregate principal amount not to exceed the Lender Parties pursuant to Section 5.03 amount permitted under the ABL Intercreditor Agreement and as though such any Refinancing Debt had been incurred at thereof not prohibited by the beginning terms of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andABL Intercreditor Agreement; (Cr) other unsecured Debt Guaranties incurred in the ordinary course of business (includingand not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the Specified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Closing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); (x) [**]; (y) the U.S. Well Direct Loans, in an aggregate principal amount not to exceed $6,000,000, less the aggregate amount of all payments and prepayments after the Second Amendment Effective Date in respect of the principal amount thereof (excluding, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent fees, costs, expenses and indemnification obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall may also be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerpayable thereunder); and (z) (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (wy) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries, and (iii) in the case of the Borrower and purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services Holdings, LLC (formerly known as U.S. Well Services, Inc.) and/or its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower,Obligations arising under the Loan Documents; (Ab) Debt owed accounts payable and accrued expenses, liabilities or other obligations to a Wholly Owned Restricted Subsidiary pay the deferred purchase price of the Borrower, (B) other unsecured Debt Property or services, from time to time incurred in the ordinary course of business aggregating which are not more greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $50,000,000 at any time outstanding other than Guaranties 2,500,000; (d) Debt associated with bonds or other contingent surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower with respect and any Subsidiary Guarantor or between Subsidiary Guarantors to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at Indebtedness on terms set forth in the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andGuaranty Agreement; (Cf) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerbusiness; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ag) Debt under the Loan Documents, Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (Bi) such Debt is unsecured and shall not have the Surviving benefit of any guarantee, letter of credit or other credit support or security; (ii) such Debt set forth is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on Schedule 4.01(s) hereto, (C) non-recourse Debt of any date prior to one year after the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Maturity Date;

Debt. Create(a) The Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided, however, that the Borrower and the Guarantors may Incur Debt if on the date thereof (A) the Consolidated Coverage Ratio for the Borrower and its Restricted Subsidiaries is at least 2.50 to create1.00; and (B) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring the Debt or transactions relating to such Incurrence. (b) Notwithstanding Section 9.02(a), incurthe Borrower and its Restricted Subsidiaries may Incur the following Debt: (i) Debt of the Borrower or a Guarantor Incurred pursuant to (x) the Senior Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (A) $700,000,000, assume which amount shall be reduced by $300,000,000 in five consecutive and equal quarterly installments of $60,000,000, the initial reduction of which shall occur on December 31, 2007 and the last reduction shall occur on December 31, 2008 and (B) 30% of Adjusted Consolidated Net Tangible Assets, and Guarantees of the Borrower or suffer any Restricted Subsidiaries in respect of the Debt Incurred pursuant to existthe Senior Credit Agreement, (y) this Agreement, and (z) any Exchange Notes; (ii) Debt represented by the Guaranty Agreement and other Guarantees by the Guarantors of Debt Incurred in accordance with the provisions of this Agreement; provided that in the event such Debt that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Guaranty Agreement, as the case may be; (iii) Debt of the Borrower owing to and held by any Restricted Subsidiary or Debt of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary; provided, however, (A) if the Borrower is the obligor on such Debt, exceptsuch Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans; (B) if a Guarantor is the obligor on such Debt and the Borrower or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Guaranty Agreement of such Guarantor; and (C) (1) any subsequent issuance or transfer of Equity Interest or any other event which results in any such Debt being beneficially held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower and (2) any sale or other transfer of any such Debt to a Person other than the Borrower or a Restricted Subsidiary of the Borrower shall be deemed, in each case, to constitute an Incurrence of such Debt by the Borrower or such Subsidiary, as the case may be; (iv) Debt represented by (x) the Senior Notes, (y) any Debt (other than Debt described in clauses (i), (ii), (iii), (vi), (viii), (ix) and (x) of this Section 9.02(b)) outstanding on the Effective Date, including without limitation the Existing Convertible Notes, and (z) any Refinancing Debt Incurred in respect of any Debt described in this clause (iv), clause (v), clause (vii) or clause (xvi) of this paragraph or Incurred pursuant to Section 9.02(a); (v) Debt of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Borrower or any Restricted Subsidiary (other than Debt Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Borrower or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired, the Borrower would have been able to Incur $1.00 of additional Debt pursuant to Section 9.02(a) after giving effect to the Incurrence of such Debt pursuant to this clause (v); (vi) Debt under Hedging Obligations that are Incurred in the ordinary course of business or as otherwise required to be incurred under the Senior Credit Agreement (and not for speculative purposes) (x) for the purpose of fixing or hedging interest rate risk with respect to any Debt Incurred without violation of this Agreement; (y) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (z) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (vii) Debt represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations or other Debt, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Borrower or such Guarantor, and Attributable Debt, in an aggregate principal amount not to exceed at any time outstanding the greater of $25,000,000 and 1.5% of Adjusted Consolidated Net Tangible Assets; (viii) Debt Incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees issued for the account of or provided by the Borrower or a Restricted Subsidiary in the ordinary course of business, including guarantees and obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such obligations (in each case other than an obligation for borrowed money); (ix) Debt arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of the Borrower or any business, assets or Equity Interest of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five business days of Incurrence; (xi) Indebtedness Incurred in respect of obligations relating to net gas balancing positions arising in the ordinary course of business; (xii) endorsements of negotiable instruments for collection in the ordinary course of business; (xiii) Debt (other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Administrative Agent; (xiv) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $15,000,000 in the aggregate at any one time outstanding; (xv) Debt incurred to finance insurance premiums; (xvi) Debt in connection with trade payables owed to FM Services, Inc. arising in the ordinary course of business; and (xvii) in addition to the items referred to in clauses (i) through (xvi) above, Debt of the Borrower and the Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xvii) (including any Refinancing Debt incurred under clause (iv) above with respect to such Debt) and then outstanding, will not exceed the greater of $30,000,000 and 2% of Adjusted Consolidated Net Tangible Assets. (c) Notwithstanding the foregoing, the Borrower will not Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Borrower unless such Debt will be subordinated to the Loans to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Debt will be subordinated to the obligations of such Guarantor under the Guaranty Agreement to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Debt if the proceeds are used to refinance Debt of the Borrower. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this covenant: (i) in the case event that Debt meets the criteria of more than one of the types of Debt described in Section 9.02(a) or 9.02(b), the Borrower,, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below, may later classify such item of Debt in any manner that complies with this covenant and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Effective Date under the Senior Credit Agreement shall be deemed initially Incurred on the Effective Date under Section 9.02(b)(i) and not Section 9.02(a) or 9.02(b)(iv) and may not later be reclassified; (Aii) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (iii) if obligations in respect of letters of credit are Incurred pursuant to the Senior Credit Agreement and are being treated as Incurred pursuant to Section 9.02(b)(i) and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Debt owed permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; and (vi) the amount of Debt issued at a Wholly Owned Restricted Subsidiary price that is less than the principal amount thereof will be equal to the amount of the Borrower,liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this covenant. (Be) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 If at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt or other obligation of any Unrestricted Subsidiary; provided that such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (1) and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in pro forma Default of this covenant). (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the covenants contained Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in Section 5.04, a foreign currency shall be calculated based on the financial statements most recently delivered to relevant currency exchange rate in effect on the Lender Parties pursuant to Section 5.03 and as though date such Debt had been incurred at the beginning of the four-quarter period covered therebywas Incurred, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course case of business (includingterm Debt, for or first committed, in the avoidance case of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiaryrevolving credit Debt; provided that (1) if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Borrower may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered currency exchange rate applicable to the Lender Parties currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. (g) Unless and until the Covenant Effectiveness Date shall occur, the Borrower, notwithstanding any other provision of this Section 9.02 to the contrary, will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt except Debt permitted to be Incurred pursuant to Section 5.03 and as though such Debt had been incurred at the beginning 9.02 of the four-quarter period covered thereby, Senior Secured Credit Agreement as evidenced by a certificate of in effect on the chief financial officer (or person performing similar functions) of date hereof the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt which are no more restrictive than those set forth hereby incorporated by reference whether or not the Senior Secured Credit Agreement shall then be in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),effect.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, provided that such Debt is subordinated to the Indebtedness as and to the extent provided in the case of the Borrower,Guaranty Agreement; (Ae) Debt owed to constituting a Wholly Owned guaranty by the Parent or by a Restricted Subsidiary of the Borrower,other Debt permitted to be incurred under this Section 9.02; (Bf) other unsecured Debt incurred in under the ordinary course of business aggregating not more than $50,000,000 at Permitted Senior Unsecured Notes and guarantees thereof by any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryCredit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (1i) the Borrower Parent shall be in pro forma compliance with Section 9.01 as of the covenants contained in Section 5.04, calculated based on the most recently ended fiscal quarter for which financial statements most recently have been or are required to be delivered to the Lender Parties pursuant to Section 5.03 8.01(a) or Section 8.01(b) and as though such (ii) no Event of Default or Borrowing Base Deficiency shall exist; (g) Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) arising from agreements of the Borrower delivered to the Paying Agent demonstrating such compliance and or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (2) such unsecured Debt ranks junior to including earn-outs), in each case entered into in connection with Investments in or pari passu with the FacilitiesTransfers of any business, andassets or stock permitted hereunder; (Ch) other unsecured Debt of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums incurred in the ordinary course of business business; (includingi) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, any long-term no Permitted Junior Lien Debt may be issued or incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsduring an Investment Grade Period; (iik) Permitted Refinancing Debt in the case respect of any Restricted Subsidiary of the BorrowerPermitted Senior Unsecured Notes, Permitted Junior Lien Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowerand Debt permitted under Section 9.02(b); and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Al) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens not permitted by Section 5.02(a)(iv),the foregoing clauses (a) through (k) which is approved in writing by the Majority Lenders.

Debt. CreateThe Borrower shall not, incureither directly or indirectly, assume create, assume, incur or suffer to existhave outstanding any Debt (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debtother Person, except: (ia) in the case Obligations under this Agreement and the other Loan Documents; (b) obligations of the Borrower,Borrower for Taxes, assessments, municipal or other governmental charges; (Ac) Debt owed to a Wholly Owned Restricted Subsidiary obligations of the Borrower, (B) Borrower for accounts payable, other unsecured Debt than for money borrowed, incurred in the ordinary course of business aggregating business; (d) Bank Product Obligations under a Hedging Agreement incurred in favor of the Lender or an Affiliate thereof for bona fide hedging purposes and not more than $50,000,000 at for speculation; (e) Debt described on Schedule 9.1 and any time outstanding other than Guaranties extension, renewal or other contingent obligations refinancing thereof so long as the principal amount thereof is not increased; (f) Debt of the Borrower evidenced by Capitalized Lease Obligations and purchase money Debt [(including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) in connection with respect to any Debt the acquisition, construction, installation, repair, replacement or other obligation improvement of any Unrestricted Subsidiaryfixed or capital assets; provided that in no event shall the aggregate principal amount of all such Debt incurred or assumed in each case after the date hereof pursuant to this clause (1g) exceed $1,000,000.00 (measured at the time of incurrence) at any one time outstanding; (g) intercompany loans; (h) Debt incurred by the Borrower shall be in pro forma compliance with arising from agreements providing for indemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) performance of the Borrower delivered pursuant to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to agreements, in connection with Dispositions of any business or pari passu with the Facilities, andassets permitted by this Agreement; (Ci) other unsecured Debt of the Borrower which may be deemed to exist pursuant to any guaranties not in respect of borrowed money, performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsbusiness; (iij) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower in respect of cash management agreements, netting services, overdraft protections and Restricted Subsidiaries incurred solely to finance Capital Expenditures for otherwise in connection with deposit accounts; or (k) Debt of the development Borrower consisting of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),insurance premium financing in the ordinary course of business.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any DebtDebt other than pursuant to the Loan Documents, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan Documents; (ii) in Debt of AESC or any of its Subsidiaries secured by a Lien over the case property or assets of any Restricted Subsidiary of the Borrower, AESC or its Subsidiaries; (iii) Surviving Debt; (iv) unsecured intercompany Debt owed to the Borrower or any Subsidiary to the extent permitted under Section 5.02(f); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities as a Wholly Owned Restricted result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including any Capital Expenditures); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi) shall not exceed $200,000,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount not in excess of $100,000,000 at any time outstanding; (viii) Debt of any Person that either (x) is merged into or consolidated with the Borrower or any Subsidiary, or (y) becomes a Subsidiary of the Borrower after the date hereof in either case in accordance with the terms of Section 5.02(f), provided that (a) Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower; and), (b) immediately after giving effect to the investment in such Subsidiary, no Default or Event of Default shall have occurred and be continuing, and (C) such Debt is non-recourse to the Borrower or any other Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or to its Subsidiaries at the time of such investment); (iiiix) Debt arising from the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (x) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) Debt that may be deemed to arise as a result of agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of the Borrower consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower or any of its Subsidiaries in connection with such sale or disposition; (xii) Debt of the Borrower represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of the Borrower or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby), the Borrower would be in compliance with Section 5.02(f)(v); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of the Borrower or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to the Borrower or any such Subsidiary; (xiv) other unsecured Debt of the Borrower not to exceed $150,000,000 at any time outstanding; provided such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xv) unsecured Debt in respect of obligations of the Borrower or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by supplies on customary trade terms (which require that all such payments be made within 60 days of the incurrence of the related Debt) in the case ordinary course of business and not in connection with the borrowing of money; (xvi) Debt in an aggregate principal amount, when combined with the aggregate principal amount of Debt incurred pursuant to Section 5.02(b)(xix), not in excess of $200,000,000 at any time outstanding and incurred in connection with the sale of accounts receivable pursuant to Section 5.02(e)(viii); (xvii) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (iii), (vi), (vii), (viii), (xiv) and (xvi) above or this clause (xvii); (xviii) additional unsecured Debt for Borrowed Money issued or incurred the proceeds of which are used to make Capital Expenditures required to be made in order to comply with Applicable Laws regarding the environment or the transmission of electricity or natural gas; provided that (A) the scheduled maturity date for such Debt is a date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date, (B) such Debt contains covenants and events of default which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrower to be no less favorable to the Borrower or the applicable Subsidiary in any material respect than the covenants and Events of Default under this Agreement, (C) no Default or Event of Default shall have occurred and be continuing, and (D) prior to the incurrence or issuance of such Debt, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating pro forma compliance with the covenants set forth in Section 5.04 for the period of four consecutive fiscal quarters ending on the last date of the last completed fiscal quarter immediately preceding the proposed date of incurrence of such Debt (on the assumption that such incurrence of Debt under this clause occurred on the first day of such four fiscal quarter period and using historical results of the Borrower and its Restricted Subsidiaries,Subsidiaries for such period); (Axix) unsecured Debt under the Loan Documents,incurred to refinance up to $85,000,000 of those certain 6.375% Notes due June 2004 issued by WPPC; and (Bxx) secured or unsecured Debt owed to PNC Bank, National Association from time to time in connection with the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt extension of credit to the Borrower or its Subsidiaries for the account of one or more employees or departments of the Borrower or its Subsidiaries in respect of costs and Restricted expenses incurred by such employees or departments in connection with the conduct of business on behalf of the Borrower or its Subsidiaries incurred solely in an aggregate principal amount not to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),exceed $3,000,000 at any one time outstanding.

Debt. Create, incur, assume No Loan Party shall incur or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, maintain any Debt, except: other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) in Liens securing the case same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any time; (d) Debt consisting of intercompany loans and advances made between the Loan Parties to the extent consistent with Section 7.29; (e) Debt evidencing a refunding, renewal or extension of the Borrower, Debt described on Schedule 6.9; provided that (Ai) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are not materially less favorable to such Consolidated Member, the Agent or the Lenders than the original Debt; (f) Debt owed in respect of Hedge Agreements entered into for non-speculative purposes related to a Wholly Owned Restricted Subsidiary hedging interest rates, currency values and commodities in connection with the Core Business; (g) the endorsement of the Borrower, (B) other unsecured Debt incurred negotiable instruments for deposit or collection or similar transactions in the ordinary course of business aggregating business; (h) Debt arising by reason of Guaranties by a Loan Party permitted under Section 7.12(b); (i) Approved Receivables Programs to the extent approved by the Required Lenders; (j) the MAST Debt in a principal amount not more than to exceed $50,000,000 20,000,000, less any principal payments on the MAST Debt from time to time; and (k) other unsecured Debt in an aggregate principal amount at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect not to any Debt or other obligation of any Unrestricted Subsidiary; provided that exceed $1,000,000. (1g) the Borrower shall be in pro forma compliance with the covenants contained in by amending and restating Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions9.1(d) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and Credit Agreement as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),follows:

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, exceptDebt other than: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentshereunder; (ii) in Debt under the case of any Restricted Subsidiary of Loan Documents or under the Borrower, Debt owed $150,000,000 Credit Agreement (and the Loan Documents referred to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; andand as defined therein); (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by clause (v) of the definition of "Permitted Lien"; (iv) the Debt listed on Schedule IV, provided that such Debt may be renewed, extended or otherwise modified on terms no less favorable to the Borrower or its Subsidiaries or the Banks than the existing terms of such Debt; (v) Debt not otherwise permitted by this Section 5.02(a)(iv6.02(c) incurred by the Borrower and/or its Subsidiaries (other than the Intercompany Creditor) in connection with the acquisition of any Facility (or the assets thereof),, any Existing Clinic Acquisition or the acquisition of any Related Business, so long as such acquisition satisfies all the conditions precedent set forth in Section 6.02(f)(i) or (ii), as the case may be; (vi) convertible Subordinated Debt incurred by the Borrower or any Subsidiary of the Borrower (other than the Intercompany Creditor) in connection with the acquisition of a Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, provided that the holder of any such Debt shall have executed and delivered a Subordination Agreement to the Agent; (vii) Subordinated Debt, whether convertible or not, in an aggregate principal amount not in excess of $150,000,000; provided that the Agent and the Majority Banks shall have approved in writing prior to the issuance thereof the terms and conditions relating to the issuance of such Subordinated Debt, including the terms of any indenture executed in connection therewith; (viii) any Intercompany Debt or Debt permitted under the terms of Section 6.02(i) or 6.02(o); (ix) Contingent Obligations permitted under Section 6.02(d); (x) Debt under any interest rate, currency or other protection, hedge, cap, collar, swap or similar agreement entered into by the Borrower with any of the Banks or their respective Affiliates from time to time; and (xi) unsecured Senior Debt in an aggregate principal amount not in excess of $50,000,000 incurred by the Borrower or any of its Subsidiaries (other than the Intercompany Creditor) to fund any Existing Clinic Acquisition or the acquisition of any Facility (or the assets thereof) or any Related Business; provided, however, that such unsecured Senior Debt contains terms and conditions, including, without limitation, interest rates, covenants and defaults, no greater or more restrictive, as the case may be, than those contained herein; provided, further, that there can be no principal repayments of such unsecured Senior Debt until one year after the Revolver Termination Date.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness. (b) Debt of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the case of the Borrower,Financial Statements or on Schedule 9.02. (Ac) [Reserved]. (d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000. (e) Debt owed in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to a Wholly Owned Restricted Subsidiary secure health, safety and environmental obligations) and obligations in respect of the Borrower, (B) other unsecured Debt incurred letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with money borrowed and provided in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations consistent with past practice in connection with the operation of the Midstream Properties. (f) intercompany Debt between or among the Parent, the Borrower with respect and/or any Restricted Subsidiary to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05; provided that (1i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries and (ii) any such Debt owed by the Parent, the Borrower or a Guarantor (A) shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 Indebtedness on terms set forth in the Guaranty and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer Security Agreement and (or person performing similar functionsB) of the Borrower delivered shall not have any scheduled amortization prior to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andLatest Maturity Date. (Cg) other unsecured Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business business. (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offeringh) other than Guaranties or other contingent obligations Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (i) unsecured Senior Notes of the Parent, the Borrower with respect to and/or Finance Sub and any guarantees thereof and any unsecured Permitted Refinancing Debt or other obligation of and any Unrestricted Subsidiaryguarantees thereof; provided that (1i) the Borrower shall be have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 5.04, calculated based 9.01 on the financial statements most recently delivered a Pro Forma Basis after giving effect to the Lender Parties issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Latest Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Latest Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Borrower in good faith, (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a Permitted Acquisition or other Investment permitted by Section 9.05, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such Permitted Acquisition or other Investment permitted by Section 9.05 is not consummated by a certain date (which date shall not be later than the date that is 90 days after the issuance thereof) in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption; provided that such Senior Notes are issued in escrow pursuant to Section 5.03 and as though customary escrow arrangements pending the release thereof upon the consummation of such Permitted Acquisition or Investment, (viii) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4ix) if such Debt is senior subordinated or subordinated Debt, the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in provide for customary subordination of such Debt to the Loan Documents;Indebtedness. (iij) in the case Debt of any Person at the time such Person becomes a Restricted Subsidiary of the BorrowerParent, or is merged or consolidated with or into the Parent or the Borrower or any Restricted Subsidiary in a transaction constituting a Permitted Acquisition occurring after the Fourth Amendment Effective Date, so long as (i) such Debt was not incurred in connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the Parent nor any Restricted Subsidiary (other than the Restricted Subsidiary acquired) shall have any liability or other obligation with respect to such Debt and (iii) the aggregate principal amount of all Debt outstanding under this Section 9.02(j) shall not exceed $50,000,000 at any time. (k) Debt constituting Investments permitted by Section 9.05 (other than Sections 9.05(g) or (n)). (l) Debt under Swap Agreements permitted pursuant to Section 9.17. (m) Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; andinsurance companies for premiums on policies required by Section 8.07. (iiin) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case entered into in the case ordinary course of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),business.

Debt. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume or suffer to exist, incur or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) Debt evidenced by the Notes, the Facility Notes, or the Facility Letter of Credit Obligations, or outstanding under any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) in Debt of Panhandle Eastern and/or any of its Subsidiaries, so long as (A) such Debt is otherwise permitted under Section 10.3(g) and (B) after giving effect to the case issuance of such Debt, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries (excluding the Borrower and all other Subsidiaries of the Borrower for purposes of such calculation) is no greater than 0.70 to 1.00, and (ii) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower,’s other Subsidiaries permitted under Section 10.4(b); (Ab) Debt owed of any Subsidiary to a Wholly Owned Restricted Subsidiary the Borrower or any other Subsidiary, except to the extent limited by the terms of Section 10.4(b), and Debt of the Borrower,Borrower to any Subsidiary; (Bc) Debt existing as of March 31, 2010 as reflected on financial statements delivered under Section 7.2(b) and refinancings thereof other unsecured than Debt incurred that has been refinanced by the proceeds of Loans; (d) endorsements in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of negotiable instruments in the course of collection; (e) Debt of the Borrower with respect to or any Debt or other obligation Subsidiary representing the portion of any Unrestricted Subsidiary; provided that (1) the purchase price of property acquired by the Borrower shall be in pro forma compliance with or such Subsidiary that is secured by Liens permitted by the covenants contained in provisions of Section 5.0410.2(d); provided, calculated based on however, that at no time may the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though aggregate principal amount of such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer outstanding exceed thirty percent (or person performing similar functions30%) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case Consolidated Net Worth of the Borrower and its Restricted Subsidiaries,Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; (g) additional Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise permitted under Section 10.3(a)), provided that after giving effect to the issuance thereof, (i) there shall exist no Default or Event of Default; and (ii) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00 at all times; (iii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; and (iv) (A) such Debt under shall have a final maturity or mandatory redemption date, as the Loan Documents, case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or “put” to the Borrower exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Surviving Maturity Date, and (y) such additional Debt set forth on Schedule 4.01(sshall not exceed Three Hundred Fifty Million Dollars ($350,000,000.00) hereto,in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; (Ch) non-additional Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not recourse Debt in any respect to the Borrower or any other Subsidiary of the Borrower (other than Panhandle Eastern and Restricted Subsidiaries incurred its Subsidiaries), (ii) the proceeds of such Debt is used solely to finance Capital Expenditures for the development capital expenditures of Greenfield ProjectsTrunkline LNG Holdings and/or its Subsidiaries, and (Diii) non-recourse after giving effect to such Debt, no Default or Event of Default shall exist; and (i) Debt secured by Liens permitted by Section 5.02(a)(iv),arising under any Receivables Purchase and Sale Agreement.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower,Notes or other Indebtedness arising under the Loan Documents; (Ab) Debt owed accounts payable and accrued expenses, liabilities or other obligations to a Wholly Owned Restricted Subsidiary pay the deferred purchase price of the Borrower, (B) other unsecured Debt Property or services, from time to time incurred in the ordinary course of business aggregating which are not more greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $50,000,000 200,000 in aggregate principal amount at any time outstanding other than Guaranties outstanding; (d) Debt associated with bonds or other contingent surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower with respect and any Subsidiary or between Subsidiaries to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(f); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based Indebtedness on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsGuaranty Agreement; (iif) Debt under the Second Lien Notes, the principal amount of which Debt does not exceed $22,000,000 in the case aggregate; (g) Indebtedness as set forth on Schedule 9.02, provided that for any repayment of any Restricted Subsidiary of the Borrowersuch debt, Debt owed to after such payment has been made, no Default has occurred and the Borrower or to a Wholly Owned Restricted Subsidiary shall have no less than $3,000,000 of availability under the BorrowerBorrowing Base; and (iiih) other Debt not to exceed $100,000 in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate at any one time outstanding.

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: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan DocumentsDocuments and Existing Debt; (ii) intercompany Debt of the Borrower owed to a Restricted Subsidiary; provided that, (x) in the case of any Restricted Subsidiary of the Borrower, such Debt owed to a Foreign Subsidiary, such Debt shall be subordinated to the Obligations of the Borrower or under the Loan Documents on terms reasonably satisfactory to a Wholly Owned Restricted Subsidiary the Administrative Agent and (y) in the case of all such Debt, the Borrower; andoutstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iii) in the case of any Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower and its or to another Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiaries,Subsidiary; provided that, in each case, the outstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iv) in the case of any Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower or to another Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that, in the case of such intercompany Debt owed to the Borrower, such Debt (A) shall constitute Pledged Debt and (B) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent (the outstanding amount of which shall at all times be documented by the Borrower in accordance with Section 5.1(q)); (v) additional Subordinated Debt of the Borrower; provided that (x) upon issuance of such Subordinated Debt the Borrower shall be in compliance (on a Pro Forma Basis) with the financial covenants set forth in Section 5.4, (y) 50% of the Net Cash Proceeds of the issuance thereof shall be applied to the Term Loan Advances to the extent required by Section 2.6(b)(ii) and (z) such Debt shall meet the requirements of Section 5.2(b)(vi) as if such Debt were refinancing existing Subordinated Debt; (vi) any Debt ("Refinancing Debt") extending the maturity of, or refunding or refinancing, in whole or in part, or issued in exchange for, any Debt (other than intercompany Debt) ("Refinanced Debt") permitted under clauses (i) or (v) of this Section 5.2(b) or this clause (vi); provided that the terms of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Refinancing Debt shall not exceed the principal amount of such Refinanced Debt outstanding immediately prior to such extension, refunding, refinancing or exchange, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, refinancing or exchange, provided still further that the terms relating to principal amount, amortization, maturity and subordination (if any), and other material terms taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Refinanced Debt (or in the case of a refinancing of the Obligations of the Loan Parties under the Loan Documents,, the terms governing the Senior Notes (2001)) and the interest rate applicable to any such Refinancing Debt does not exceed the then applicable market interest rate; (Bvii) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice with an aggregate Agreement Value not to exceed $400,000,000 at any time outstanding; provided that the aggregate Agreement Value of Debt in respect of clause (ii) of the definition of Hedge Agreements shall not exceed $100,000,000 at any time outstanding; (viii) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (ix) Contingent Obligations (including letters of credit) of the Borrower or any Restricted Subsidiaries Subsidiary incurred solely (or issued) after the Effective Date in respect of the obligations of any Non Wholly-Owned Affiliate; provided that after giving effect to finance Capital Expenditures for the development incurrence of Greenfield Projectssuch Contingent Obligation (or issuance of such letter of credit), (DA) nonthe Investment in such Non Wholly-recourse Owned Affiliate is permitted pursuant to Section 5.2(f) and (B) at the time of such incurrence or issuance, no Default shall have occurred and be continuing or would result therefrom; (x) Debt secured by Liens permitted by Section 5.02(a)(iv5.2(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount of $150,000,000 at any time outstanding for all Debt permitted under this clause (b)(x),; (xi) other Debt; provided that the aggregate principal amount of such other Debt outstanding at any time does not exceed a principal amount of $50,000,000; (xii) Debt of Restricted Subsidiaries that are not Wholly-Owned Restricted Subsidiaries constituting Investments permitted under Section 5.2(f)(vii); and (xiii) Debt of any Person existing at the time such Person is merged with or into Borrower or such Restricted Subsidiary, to the extent permitted as a merger under Section 5.2(d) and an Investment under Section 5.2(f), provided that (x) such Debt is not incurred in connection with or in contemplation of such merger and (y) in assuming such Debt the Borrower shall be in compliance (on a Pro Forma Basis) with the financial covenants set forth in Section 5.4.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be 90 days past due, in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith and by appropriate proceedings; (including, for the avoidance of doubt, d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations time; provided no Credit Party may enter into additional indebtedness of the Borrower with respect type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to any cause a Default; (e) Debt or other obligation secured by Liens of any Unrestricted Subsidiarythe type described in Section 6.2(f); (f) Debt in an aggregate amount not to exceed $1,500,000 secured solely by Receivables owed by a Foreign Account Debtor that are not included in determining the Borrowing Base hereunder; (g) Debt under the ▇▇▇▇▇▇ Seller Note; provided that (1i) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered therebyis unsecured, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in such Debt is subordinated to the case Secured Obligations on terms satisfactory to the Administrative Agent, (iii) the scheduled maturity of any Restricted Subsidiary such Debt is no earlier than 91 days after the later of the Borrowerscheduled Revolving Maturity Date and the Term Maturity Date, (iv) no principal payments are required thereunder other than at the scheduled maturity thereof, (v) the interest on such Debt owed to the Borrower or to shall not exceed 8.00% per annum other than a Wholly Owned Restricted Subsidiary default rate of interest which shall not exceed 2.00% in excess of the Borrowerotherwise applicable interest rate, and (vi) the principal amount thereof shall not, at any time, exceed $3,385,000.00; and (iiih) Debt in the case form of obligations (contingent or otherwise) related to the letter of credit issued on July 10, 2008 by ▇▇▇▇▇ Fargo for the account of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures British Arab Commercial Bank for the development face amount of Greenfield Projects10,000,000.00 Algerian Dinars and including any extension, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),amendments and renewals thereof so long as the face amount of such letter of credit does not exceed 15,000,000.00 Algerian Dinars.

Debt. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee, or suffer to existotherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept that: (a) the Company may become and remain liable with respect to the Debt evidenced by the Notes; (b) the Company and its Subsidiaries may become and remain liable with respect to Debt outstanding pursuant to the Credit Agreement in an aggregate outstanding principal amount not to exceed at any time of determination $7,000,000 under the term loan portion and $15,000,000 under the revolving credit portion; (c) the Company and its Subsidiaries may become and remain liable with respect to Debt incurred to refund the Debt outstanding under the Credit Agreement or any previous refunding thereof (any such Debt being referred to as "Refunding Debt") if (i) the principal amount of such Refunding Debt does not exceed the principal amount of the Debt being refunded, (ii) the weighted average life to maturity of such Refunding Debt is not shorter than that of the Debt being refunded, and (iii) the rate or rates of interest applicable to such Refunding Debt does not exceed by more than 2% the interest rate or rates permitted to be charged under the Credit Agreement as in effect on the date hereof; (d) the Subsidiaries of the Company may become and remain liable with respect to Guaranties of the Debt permitted to be outstanding under the foregoing paragraphs (a), (b) and (c); (e) the Company may remain liable with respect to the Debt outstanding under the Junior Loan Agreements; (f) certain Subsidiaries may remain liable with respect to Debt outstanding on the date of this Agreement under certain settlement agreements with the Internal Revenue Service in an aggregate amount not to exceed $4,800,000; (g) the Company and its Subsidiaries may remain liable with respect Debt outstanding on the date of this Agreement and referred to in Schedule 5.7; (h) the Company and any Subsidiary may become and remain liable with respect to Debt owing to the Company or another Subsidiary; and (i) the Company may become and remain liable with respect to Debt in addition to that otherwise permitted by the case foregoing provisions of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured this section 10.2, including Debt incurred to finance capital expenditures and Debt in respect of Capitalized Leases, so long as the ordinary course aggregate principal amount of business aggregating such additional Debt and Debt outstanding under the foregoing paragraphs (b), (c) and (g) (without duplication) shall not more than $50,000,000 exceed at any time of determination $30,000,000. For the purposes of this section 10.2, any Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding other than Guaranties Debt at the time it becomes a Subsidiary, and any Person extending, renewing or other contingent obligations of the Borrower with respect to refunding any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered deemed to the Lender Parties pursuant to Section 5.03 and as though have incurred such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms time of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrowerextension, Debt owed to the Borrower renewal or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),refunding.

Debt. Create, incur, assume Become or suffer to existremain obligated for any indebtedness for borrowed money, or permit for any indebtedness incurred in connection with the acquisition of its Restricted Subsidiaries to createany property, incurreal or personal, assume tangible or suffer to existintangible, or for any other Debt, exceptexcept for: (ia) Indebtedness to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the case ordinary course of Company's or any Subsidiary's businesses; (c) the Future Debt; (d) Subordinated Debt, provided, however, that on the date any such Debt is incurred, clauses (a) and (c) of the Borrower,Funding Conditions shall have been satisfied; (Ae) Permitted CAC UK Debt owed to and overdraft lines of credit which are unsecured or are secured solely by a Wholly Owned Restricted Subsidiary guaranty and/or letter of credit provided by Company or similar credit arrangements maintained by the Borrower, (B) other unsecured Debt incurred Permitted Borrowers in the ordinary course of business aggregating in the countries of their formation, in an amount not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations to exceed, in the case of CAC UK, Pound Sterling 4,000,000 and in the case of each of the Borrower with respect other Permitted Borrowers, $3,000,000, or the equivalent thereof in an Alternative Currency; (f) such other Debt set forth in Schedule 8.5 attached hereto, if any (in addition to any Debt other matters set forth in this Section 8.5), and any renewals or refinancing of such indebtedness in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms and otherwise in compliance with this Agreement; (i) Intercompany Loans made pursuant to the UK Restructuring, (ii) Intercompany Loans by the Company to any Domestic Subsidiary or by any Domestic Subsidiary to the Company or another Domestic Subsidiary (excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other obligation Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any Unrestricted Subsidiary; provided that (1) the Borrower such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in pro forma compliance with its capacity as Collateral Agent under the covenants contained Intercreditor Agreement, as security for the Indebtedness, (iii) Intercompany Loans made to the Titling Subsidiary, subject to the limits set forth in Section 5.048.8(i) and provided, calculated based on the financial statements most recently delivered however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Lender Parties Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (iv) Intercompany Loans by the Company or any Domestic Subsidiary to a Foreign Subsidiary (excluding any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to Section 5.03 and the Security Agreement) to the Agent, in its capacity as though such Debt had been incurred at Collateral Agent under the beginning of the four-quarter period covered therebyIntercreditor Agreement, as evidenced by a certificate security for the Indebtedness, and provided, further, that the amount of the chief financial officer Intercompany Loans under this clause (or person performing similar functionsiv), when included (without duplication) with Intercompany Loans, Advances and Investments permitted under clause (iii) of the Borrower delivered Section 8.8(d) hereof, complies with such Section and (v) Intercompany Loans (on a subordinated basis in relation to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with Indebtedness on substantially the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those basis set forth in the Loan Documentsform of Intercompany Note, attached hereto) by any Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition; (iih) in the case of any Restricted Debt incurred by a Special Purpose Subsidiary of the Borrowerunder, Debt owed and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and/or a Permitted Borrower or (copies of which shall be provided to a Wholly Owned Restricted Subsidiary of the BorrowerAgent promptly following the execution thereof and Permitted Guaranties); and (iiij) other Debt for borrowed money in an amount not to exceed in the case of aggregate for the Borrower Company and its Restricted Subsidiaries, Subsidiaries at any time outstanding, the sum of Five Million Dollars (A$5,000,000) (or the Alternative Currency equivalent thereof), which Debt shall be unsecured except to the extent of any Lien permitted under the Loan Documents, (BSection 8.6(d) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),hereof.

Debt. CreateThe Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (ia) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on Schedule 8.12 and any Refinancing Debt in respect thereof and (ii) that is intercompany Debt outstanding on the Agreement Restatement Effective Date; (i) Capital Leases and purchase money Debt incurred solely to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Expenditures for Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the development time of Greenfield Projectsincurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (DB) non-recourse any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt secured incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by Liens permitted by Section 5.02(a)(iv),a Borrower or Restricted Subsidiary;

Debt. Create(a) Prior to the Guarantee Release Date, no Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to existexist any Debt except: (i) (A) Debt incurred under this Agreement, (B) Debt incurred under the Revolving Credit Agreement, or permit any refinancing or replacement thereof and (C) Debt incurred under the 2018 Term Credit Agreement, or any refinancing or replacement thereof; (ii) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings; (iii) Debt of the Parent or any Subsidiary owing to the Parent or any of its Restricted Subsidiaries, provided that (A) such Debt shall not have been transferred to any Person other than the Parent or any of its Subsidiaries and (B) in the case of Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt is subordinated in right of payment on terms acceptable to the Administrative Agent, to the extent permitted by Law and not giving rise to material adverse Tax consequences to the Borrower; (iv) Guarantees of Debt permitted under this Section 7.09(a), provided that a Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(a) if it were a primary obligor thereon; (v) Debt owed in respect of (A) any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided that such Debt shall be repaid in full within 30 days of the incurrence thereof, and (B) the unreimbursed amount of any drafts drawn under letters of credit, provided that such drafts shall be reimbursed in full within five (5) Business Days of the applicable disbursement; (vi) other Debt of the Loan Parties; provided that, after giving pro forma effect to the incurrence of such Debt and the application of the proceeds thereof, the Parent shall be in compliance with Section 7.02(a) as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.01(a) or 6.01(b); and (vii) other Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $100,000,000 outstanding at any time. (b) On and after the Guarantee Release Date, no Loan Party will permit its Subsidiaries (other than any Subsidiary that is a Loan Party or a ▇▇▇▇▇ Subsidiary) to create, incur, assume or suffer to exist, exist any Debt, Debt except: (i) in the case Debt set forth on Schedule 7.09, and refinancings of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at that do not increase the beginning of outstanding principal amount thereof or change the four-quarter period covered therebyobligors thereunder except by an amount equal to amounts paid for any accrued interest, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance breakage, premium, fees and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred expenses in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsrefinancings; (ii) in the case Debt of any Restricted Subsidiary owing to the Parent or any of its Subsidiaries, provided that such Debt shall not have been transferred to any Person other than the Parent or any of its Subsidiaries; (iii) Guarantees of Debt of any other Subsidiary that is not a Loan Party permitted under this Section 7.09(b), provided that a Subsidiary shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(b) if it were a primary obligor thereon; (iv) Debt owed in respect of (A) any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided that such Debt shall be repaid in full within 30 days of the Borrowerincurrence thereof, and (B) the unreimbursed amount of any drafts drawn under letters of credit; provided that such drafts shall be reimbursed in full within five (5) Business Days of the applicable disbursement; (v) Debt owed of any Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any refinancings of such Debt that do not increase the outstanding principal amount thereof except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings; (vi) (A) Debt of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Closing Date, incurred prior to the Borrower time such Person becomes a Subsidiary (or is so merged or consolidated), that is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation), (B) Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to a Wholly Owned Restricted Subsidiary the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and (C) Debt refinancing (but not increasing the Borroweroutstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in this clause (vi); and (iiivii) in the case any other Debt of the Borrower Subsidiaries; provided that, at the time of the creation, incurrence or assumption of such Debt and its Restricted Subsidiaries, after giving effect thereto, the sum, without duplication, of (A) the aggregate outstanding principal amount of all such Debt under the Loan Documents, created, incurred, assumed, or in existence in reliance on this clause (vii), plus (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt aggregate outstanding principal amount of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse all Debt secured by Liens permitted by under Section 5.02(a)(iv7.01(y),, plus (C) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) does not exceed 15% of Consolidated Net Tangible Assets; provided that, notwithstanding anything to the contrary in this Section 7.09(b), in no event shall the aggregate principal amount of Debt of non-wholly owned Subsidiaries exceed $100,000,000 outstanding at any time.

Debt. CreateNeither the Borrower nor any Subsidiary will incur, incurcreate, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) The Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the case of the Borrower,Financial Statements, and any Permitted Refinancing Debt in respect thereof. (Ac) Debt owed Accounts payable (for the deferred purchase price of Property or services) from time to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt time incurred in the ordinary course of business aggregating which are not more greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action or as to which additional material supporting documentation has been requested but not yet received and for which, in either case, adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $50,000,000 at any time outstanding other than Guaranties 7,500,000. (e) Debt associated with bonds or other contingent surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower with respect and its Subsidiaries. (f) Intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to any Debt or other obligation of any Unrestricted Subsidiarythe extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered subordinated to the Lender Parties pursuant to Section 5.03 Indebtedness on terms set forth in the Guarantee and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andCollateral Agreement. (Cg) other unsecured Debt incurred Endorsements of negotiable instruments for collection in the ordinary course of business business. (includingh) Debt (i) under the Senior Notes and any guarantees thereof, the principal amount of which does not exceed $150,000,000 in the aggregate; provided, however, the Borrower may incur up to an additional $100,000,000 in Debt under the Senior Notes Indenture and evidenced by Senior Notes, on terms, taken as a whole, no more restrictive on the Borrower than the terms of the Senior Notes Indenture and the Senior Notes as they exist on the Closing Date, so long as at the time of and immediately after giving effect to each incurrence of such additional Debt, no Default shall have occurred and be continuing, and (ii) which constitutes Permitted Refinancing Debt of any Debt described in clause (i) of this Section 9.02(h) and any guarantees thereof. Immediately upon each incurrence of additional Debt permitted by clause (i) of the first sentence of this Section 9.02(h), the Borrowing Base shall automatically reduce by $0.25 for the avoidance each $1.00 of doubt, any long-term such additional Debt incurred (i.e. $100,000,000 incurred results in connection with a note offering$25,000,000 automatic reduction in the Borrowing Base). The Debt permitted by this Subsection 9.02(h) other than Guaranties or other contingent shall include the refinancing of such permitted Debt up to a maximum aggregate principal amount of $250,000,000. (i) Purchase money obligations of the Borrower with respect or the Guarantors of up to $5,000,000 at any time for the purchase of equipment, so long as the purchase money obligation as to any individual item of equipment does not exceed the fair market value thereof. (j) Debt or other obligation of any Unrestricted Subsidiary; provided that (1) incurred under the Lease dated August 12, 1999, as amended, between the Borrower shall be in pro forma compliance with (as tenant) and P▇ ▇▇▇▇▇▇▇ Associates, L.P. (as landlord) covering the covenants contained in Section 5.04Borrower’s office located at 2▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, calculated based on New Orleans, Louisiana 70170-3400. (k) Debt incurred under the financial statements most recently delivered to Office Space Lease Agreement dated February 26, 1989 between H▇▇▇-▇▇▇▇▇▇▇ Oil Company (later merged into the Lender Parties pursuant to Section 5.03 Borrower) and as though such Debt had been incurred at the beginning of the four-quarter period covered therebyRBC Limited, as evidenced by a certificate amended (including subleases of rights thereunder), covering the chief financial officer (or person performing similar functions) office of the Borrower delivered to the Paying Agent demonstrating such complianceDelaware EPL of Texas, (2) such unsecured Debt ranks junior to or pari passu with the FacilitiesLLC located at 7▇▇ ▇▇▇▇▇▇▇▇▇, (3) such unsecured Debt matures▇▇▇▇▇▇▇, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents;▇▇▇▇▇ ▇▇▇▇▇. (iil) Debt in the case respect of any Restricted Subsidiary of the Borrowerincome taxes payable, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; andbut not overdue. (iiim) Debt in the case respect of the Borrower and its Restricted Subsidiaries,accrued abandonment liabilities. (An) Debt under the Loan Documents,arising out of Hedging Agreements permitted hereby. (Bo) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely under the Earnout Agreement. (p) Debt of the Borrower under the Redfish Synthetic Lease. (q) Other Debt not to finance Capital Expenditures for exceed $10,000,000 in the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate at any one time outstanding.

Debt. Create, incur, assume Guarantee, or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) the Obligations; (b) [reserved]; (c) Permitted Purchase Money Debt, so long as the aggregate outstanding principal amount of such Debt does not, at any one time, exceed $10,000,000; (d) Funded Debt (other than the Obligations, Permitted Purchase Money Debt, the Scheduled Noteholder Debt and Funded Debt as described under, and permitted by, Section 9.1(f)), but only to the extent outstanding on the Closing Date and listed on Schedule 9.1; (e) Scheduled Noteholder Debt; (f) subsequent to the Closing Date, Funded Debt of a Person existing at the time that such Person became a Subsidiary (by Acquisition, an Investment or otherwise) or Funded Debt assumed in connection with any Acquisition or Investment, to the extent that (i) such Debt was not incurred in connection with, or in contemplation of, such Person’s becoming a Subsidiary or such Acquisition; (ii) no Borrower or Subsidiary (other than the Credit Parties party to any such Acquisition) shall have any liability or other obligation with respect to such Debt; (iii) the outstanding principal amount of such Debt does not exceed $1,000,000 in the case of the Borrower,aggregate, at any time outstanding; and (iv) such Debt is unsecured or is secured only by Liens permitted by Section 9.2(j); (Ag) Debt owed arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (h) Debt incurred in the Ordinary Course of Business with respect to surety, appeal, stay, customs or performance bonds, workers’ compensation claims, self-insurance obligations or other similar obligations; (i) Debt consisting of customary indemnification, purchase price adjustments and similar contingent obligations in favor of purchasers in connection with Permitted Asset Dispositions; (j) [reserved]; (k) Intercompany Debt, provided that (i) all such Debt shall be unsecured Debt; (ii) all such Debt shall constitute Subordinated Debt, as and when incurred, without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, (iii) such Debt payable by a Credit Party to a Wholly Owned Restricted Subsidiary that is not a Credit Party shall not be paid, in whole or in part, except as provided in clause (iv) below, unless and until all Obligations have been Paid in Full; (iv) such Debt payable to a Subsidiary that is not a Credit Party may be paid in accordance with its terms from time to time, but may not be prepaid so long as no Default or Event of Default then exists and none would be caused by such payment being made; (v) such Debt shall be deemed assigned to Administrative Agent as additional Collateral effective with the Borrower,incurrence thereof without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, and Administrative Agent at any time and from time to time shall have the right (but not the obligation) to enforce the payment and collection of such Debt owing to a Credit Party and to require that such Debt owing to a Credit Party be evidenced by one or more promissory notes (if not then so evidenced) and be endorsed to and deposited with Administrative Agent to facilitate the assignment thereof to Administrative Agent, and in such event, Administrative Agent shall be a holder in due course thereof; (vi) such Debt shall not be assigned to any Person by the holder thereof, except to Administrative Agent or Term Loan Agent (subject to the Term Loan Intercreditor Agreement) as provided above; (vii) if payable by a Subsidiary that is not a Credit Party to a Credit Party, such Debt shall not be reduced or forgiven, or converted to equity, or be subordinated (except pursuant hereto) by any holder of such Debt; (viii) if any Bankruptcy Event of Default shall have occurred, Administrative Agent shall have the sole and exclusive right (but not the obligation) to file proofs of claim and take other actions, in its discretion, in respect of such Debt in such proceeding and to receive the entirety of any payments made thereon for application to the Obligations; and (ix) such Debt payable to a Subsidiary that is not a Credit Party does not, at any one time, exceed $500,000; (Bl) Permitted Refinancing Debt of Debt permitted under clauses (c), (d), (f) and (p) in this Section 9.1; (m) Debt arising in connection with the financing of insurance premiums in the Ordinary Course of Business subject to compliance with Section 9.14; (n) Debt representing deferred compensation to officers, directors or employees of any Borrower, and other accrued and deferred expenses (including salaries, accrued vacation and other compensation) issued or incurred in the Ordinary Course of Business; (o) Debt consisting of unsecured Earn-Outs not exceeding $2,000,000, purchase price adjustments, indemnification or similar deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements incurred in connection with any Acquisition; provided that each such seller promissory note shall be subordinated in right of payment to the Obligations pursuant to a Subordination Agreement on terms acceptable to Administrative Agent; (p) Debt incurred under or permitted pursuant to the Term Loan Credit Agreement, so long as such Term Loan Debt is subject to the Term Loan Intercreditor Agreement; (q) Debt consisting of obligations owing to credit card processors in the Ordinary Course of Business; (r) Debt consisting of unsecured obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (s) to the extent constituting Debt, customer deposits and advance payments received in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 from customers for goods and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred services purchased in the ordinary course of business business; (includingt) Guarantees (i) by a Credit Party with respect to Debt of another Credit Party otherwise permitted pursuant to this Section 9.1, and (ii) by a Subsidiary that is not a Credit Party with respect to Debt of any Credit Party or Subsidiary otherwise permitted pursuant to this Section 9.1; (u) Subordinated Debt in an aggregate amount not exceeding $2,500,000; (v) unsecured Debt in an aggregate amount not exceeding $1,000,000 to future, current or former officers, managers, consultants, directors, and employees, and their respective estates, spouses or former spouses or Affiliates to finance the purchase or redemption of Equity Interests or other equity-based awards of a Credit Party or Subsidiary or a parent thereof permitted under Section 9.3; (w) Debt (i) evidenced by the Existing Letter of Credit in an amount not to exceed $27,725.50, (ii) in respect of Borrowers’ commercial credit card program with Regions Bank in an aggregate amount not to exceed $315,000 and (iii) in respect of Borrowers’ automated clearinghouse programs with Regions Bank in an aggregate amount not to exceed $1,150,000 so long as, in the case of (ii) and (iii), such commercial credit card programs and automated clearinghouse programs with Regions Bank are terminated upon the earlier to occur of (x) Borrowers’ satisfaction of the requirement set forth in Section 8.16(c) hereof and (y) the date that is one hundred fifty (150) days following the Closing Date; and (x) any other Debt that is not secured by a Lien and does not exceed a principal amount of $2,500,000 in the aggregate at any time outstanding. provided, however, that, for the avoidance of any doubt, and notwithstanding any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations provision of the foregoing that may be to the contrary, no Borrower with respect to shall Guarantee any Debt or other obligation of any Unrestricted Subsidiary; provided Credit Party except for Debt of another Borrower that (1) the Borrower shall is expressly permitted to be in pro forma compliance with the covenants contained in Section 5.04created, calculated based on the financial statements most recently delivered to the Lender Parties incurred or assumed pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matureshereto, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case consisting of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Obligations.

Debt. Create, incur, assume Become or suffer to existremain obligated for any indebtedness for borrowed money, or permit for any indebtedness incurred in connection with the acquisition of its Restricted Subsidiaries to createany property, incurreal or personal, assume tangible or suffer to existintangible, or for any other Debt, exceptexcept for: (ia) Indebtedness to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the case ordinary course of Company's or any Subsidiary's businesses; (c) the Senior Debt and Future Debt; (d) Subordinated Debt, provided, however, that on the date any such Debt is incurred, clauses (a) and (c) of the Borrower,Funding Conditions shall have been satisfied; (Ae) Permitted CAC UK Debt owed to and overdraft lines of credit which are unsecured or are secured solely by a Wholly Owned Restricted Subsidiary guaranty and/or letter of credit provided by Company or similar credit arrangements maintained by the Borrower, (B) other unsecured Debt incurred Permitted Borrowers in the ordinary course of business aggregating in the countries of their formation, in an amount not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations to exceed, in the case of CAC UK, (pound)4,000,000 and in the case of each of the Borrower with respect other Permitted Borrowers, $3,000,000, or the equivalent thereof in an Alternative Currency; (f) such other Debt set forth in Schedule 8.5 attached hereto, if any (in addition to any Debt other matters set forth in this Section 8.5), and any renewals or refinancing of such indebtedness in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms and otherwise in compliance with this Agreement; (i) Intercompany Loans made pursuant to the UK Restructuring, (ii) Intercompany Loans by the Company to any Domestic Subsidiary or by any Domestic Subsidiary to the Company or another Domestic Subsidiary (excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other obligation Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any Unrestricted Subsidiary; provided that (1) the Borrower such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in pro forma compliance with its capacity as Collateral Agent under the covenants contained Intercreditor Agreement, as security for the Indebtedness, (iii) Intercompany Loans made to the Titling Subsidiary, subject to the limits set forth in Section 5.048.8(i) and provided, calculated based on the financial statements most recently delivered however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Lender Parties Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (iv) Intercompany Loans by the Company or any Domestic Subsidiary to a Foreign Subsidiary (excluding any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to Section 5.03 and the Security Agreement) to the Agent, in its capacity as though such Debt had been incurred at Collateral Agent under 98 the beginning of the four-quarter period covered therebyIntercreditor Agreement, as evidenced by a certificate security for the Indebtedness, and provided, further, that the amount of the chief financial officer Intercompany Loans under this clause (or person performing similar functionsiv), when included (without duplication) with Intercompany Loans, Advances and Investments permitted under clause (iii) of the Borrower delivered Section 8.8(d) hereof, complies with such Section and (v) Intercompany Loans (on a subordinated basis in relation to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with Indebtedness on substantially the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those basis set forth in the Loan Documentsform of Intercompany Note, attached hereto) by any Foreign Subsidiary to the Company or a Domestic Subsidiary excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (Ch) non-recourse Debt incurred by a Special Purpose Subsidiary pursuant to a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and/or a Permitted Borrower (copies of which shall be provided to the Borrower Agent promptly following the execution thereof and Restricted Subsidiaries incurred solely Permitted Guaranties); and (j) other Debt for borrowed money in an amount not to finance Capital Expenditures exceed in the aggregate for the development Company and its Subsidiaries at any time outstanding, the sum of Greenfield ProjectsFive Million Dollars ($5,000,000) (or the Alternative Currency equivalent thereof), (Dwhich Debt shall be unsecured except to the extent of any Lien permitted under Section 8.6(d) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),hereof.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to Not create, incur, assume or suffer to exist, exist any Debt, except: (i) Obligations under this Agreement and the other Loan Documents; (ii) Debt secured by Liens permitted by Section 11.2(iv), and extensions, renewals and refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,500,000; (iii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to Agent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (iv) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the case normal course of its business for bona fide hedging purposes and not for speculation; (v) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (vi) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower,initial Loans hereunder); (Avii) Debt owed Contingent Liabilities arising with respect to a Wholly Owned Restricted Subsidiary customary indemnification obligations in favor of the Borrower,purchasers in connection with dispositions permitted under Section 11.5; 71 (Bviii) other unsecured Debt incurred in the ordinary course of business aggregating under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (ix) endorsements of instruments or other payment items for deposit; (x) unsecured Debt of Goldline in the form of loans made by Borrower to Goldline in an aggregate principal amount outstanding at any time not to exceed $2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $200,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $200,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess; (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that the aggregate principal amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $50,000,000 1,000,000 incurred for the purpose of acquiring equipment; (xiv) [Reserved.] (xv) [Reserved.] (xvi) Debt which may arise under the SCMI Ownership Based Financing in respect of the applicable repurchase obligations; (xvii) Debt of Excluded Subsidiaries which is non-recourse to the Loan Parties in an aggregate amount not in excess of $500,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsoutstanding; (iixviii) in the case Debt of any Restricted Subsidiary of the Borrower, Debt Borrower owed to ▇▇▇▇▇▇▇ Leasing Corporation in an aggregate principal amount not to exceed $500,000 incurred for the Borrower or to a Wholly Owned Restricted Subsidiary purpose of leasing equipment used at the BorrowerA-M Global Logistics Las Vegas, Nevada facility; and (iiixix) other unsecured Debt, in addition to the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projectslisted above, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),in an aggregate outstanding amount not at any time exceeding $1,000,000.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) obligations (contingent or otherwise) existing or arising under (i) any Hedging Agreement between a Loan Party and a Secured Party (or an Affiliate of a Secured Party) and (ii) any Hedging Agreement between a Loan Party and a Person that is not a Secured Party (provided that the Hedging Termination Value owed by the Loan Parties with respect to all such Hedging Agreements referred to in this clause (ii) shall not exceed $50,000,000 in the case of the Borrower, aggregate); provided that, in all such cases, (A) Debt owed to a Wholly Owned Restricted Subsidiary such obligations are (or were) entered into by such Loan Party in the Ordinary Course of the Borrower, Business and (B) other unsecured such Hedging Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Debt incurred in the ordinary course owed by a Loan Party or a Subsidiary of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect a Loan Party to any other Loan Party which Debt or other obligation is permitted as an Investment under the provisions of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and10.2.3; (Cc) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan Documents; (d) Debt outstanding on the date hereof and listed on Schedule 10.2.2; provided that (i) the Loan Parties may only make regularly scheduled payments of principal and interest in respect of such Debt in accordance with the terms of the agreement or instrument evidencing or giving rise to such Debt as in effect on the Closing Date, (ii) the Loan Parties shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Debt or any agreement, document or instrument related thereto as in effect on the Closing Date except that the Loan Parties may, after prior written notice to the Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Debt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Debt, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the Loan Parties shall furnish to the Agent all notices or demands in connection with such Debt either received by any Loan Party or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or on its behalf, concurrently with the sending thereof, as the case may be; (e) Contingent Obligations of any Guarantor in respect of Debt otherwise permitted hereunder; (f) (i) purchase money Debt (including Capital Leases) to the extent secured by purchase money security interests or by a vendor’s hypothec or reservation of ownership under the Civil Code of Quebec in Equipment (including Capital Leases) and (ii) purchase money mortgages on Real Estate, provided that the Debt described in clauses (i) and (ii) shall not exceed $50,000,000 in the aggregate at any time outstanding (excluding such Debt outstanding on the Closing Date), and so long as such security interests and mortgages do not apply to any property of the U.S. Borrower or its Restricted Subsidiaries other than the Equipment or Real Estate so acquired, and the Debt secured thereby does not exceed the cost of the Equipment or Real Estate so acquired, as the case may be; (g) Debt of the Loan Parties in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and in the Ordinary Course of Business; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of any Restricted Subsidiary daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided, however, that such Debt is extinguished within five (5) Business Days of incurrence; (i) other unsecured Debt of the BorrowerLoan Parties in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (j) so long as no Default exists immediately prior to or after giving effect to the incurrence thereof, Subordinated Debt, to the extent that the Net Cash Proceeds of such Subordinated Debt are used to pay, substantially contemporaneously with the incurrence thereof, consideration for one or more Permitted Acquisitions, Debt owed to of any Person(s) acquired in such Permitted Acquisition or Permitted Acquisitions or any fees or expenses incurred in connection therewith and any such Permitted Acquisition is made in compliance with the requirements set forth in the definition thereof; (k) [Reserved]; (i) the Senior High Yield Debt outstanding on the Closing Date; (ii) any additional Senior High Yield Debt incurred by the U.S. Borrower or to a Wholly Owned Restricted Subsidiary and the U.S. Facility Guarantors after the Closing Date in connection with the issuance of “Additional Notes” (as defined in each Senior High Yield Indenture) so long as such additional Senior High Yield Debt is issued in compliance with Section 10.2.2(n) and the terms of the Borrowerapplicable Senior High Yield Indenture; and and (iii) in the case refinancings of the Senior High Yield Debt so long as (A) such refinancing is in compliance with Section 10.2.2(n) and (B) the material terms of such refinancings are otherwise consistent with the Senior High Yield Documents as in effect on (x) the Closing Date or (y) with respect to any Senior High Yield Documents entered into after the Closing Date in accordance with the terms hereof, the date such documents are entered into; (m) Other Secured Debt (it being acknowledged that the Debt incurred under the ▇▇▇▇▇▇▇ Term Loan Agreement prior to the Closing Date was incurred in reliance on this clause (m)) incurred by the U.S. Borrower and the U.S. Facility Guarantors so long as (i) no Default or Event of Default exists immediately prior to or after giving effect to the incurrence thereof, (ii) either (A) Liquidity (after giving pro forma effect to the incurrence of such Other Secured Debt both as of the proposed date of such incurrence and during the thirty (30) consecutive day period immediately preceding the proposed date of such incurrence) is greater than or equal to twenty percent (20%) of the Line Cap (after giving pro forma effect to such Other Secured Debt), or (B) (1) Liquidity (after giving pro forma effect to the incurrence of such Other Secured Debt both as of the proposed date of such incurrence and during the thirty (30) consecutive day period immediately preceding the proposed date of such incurrence) is greater than or equal to fifteen percent (15%) of the Line Cap (after giving pro forma effect to such Other Secured Debt) and (2) the U.S. Borrower and its Restricted Subsidiaries, Subsidiaries have a Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after giving pro forma effect to the incurrence of such Other Secured Debt), (iii) either (A) Liens incurred in connection with such Other Secured Debt under do not attach to any Collateral or (B) if Liens incurred in connection with such Other Secured Debt attach to any Collateral, then (1) any such Liens on Accounts Collateral must be junior to those granted to the Agent, for the benefit of the Secured Parties, and subject to an Intercreditor Agreement (in form and substance acceptable to the Agent (at the direction of the Required Lenders)) and (2) any such Liens on Non-Accounts Collateral may be senior to those granted to the Agent, for the benefit of the Secured Parties, and must be subject to an Intercreditor Agreement (in form and substance acceptable to the Agent (at the direction of the Required Lenders)); (iv) at least twenty (20) days prior to the incurrence of such Other Secured Debt (or such shorter time as agreed to by Agent), the Loan Documents, Party Agent shall deliver a certificate to the Agent certifying that the incurrence of such Other Secured Debt will comply with this clause (m) (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); and (v) upon incurring such Other Secured Debt, the Loan Party Agent shall deliver a certificate to the Agent certifying that (A) attached thereto are complete and correct copies of the material agreements entered into in connection with such Other Secured Debt, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, transactions contemplated by such agreements have been consummated in accordance with the terms of such agreements, and (C) non-recourse the incurrence of such Other Secured Debt of complied with this clause (m) (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); (n) unsecured Debt incurred by the U.S. Borrower and Restricted the U.S. Facility Guarantors and Acquired Debt incurred by the U.S. Borrower and its Subsidiaries incurred solely so long as in each case (i) no Default or Event of Default exists immediately prior to finance Capital Expenditures for or after giving effect to the development of Greenfield Projectsincurrence thereof, (Dii) non-recourse the terms of such Debt secured by Liens permitted by Section 5.02(a)(iv),do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six (6) months after the Facility Termination Date, and (iii) the final maturity and weighted average life to maturity of any such Debt shall not be prior to the date that is six (6) months after the Facility Termination Date; and

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: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan Documents; (ii) in (A) Capitalized Leases, and (B) purchase money Debt incurred by the case of Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of any fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the Borrowerapplicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed the greater of (1) $25,000,000 and (2) 21.0% of EBITDA for the most recently completed Measurement Period$30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt in respect of such Existing Debt; (iv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (v) Debt owed to the Borrower or to a Wholly Owned Restricted any Subsidiary of the Borrower; and, which Debt shall be otherwise permitted under the provisions of Section 5.02(f); (iiivi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed the amount of net cash proceeds received from such Transfers; (vii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in the ordinary course of business; (viii) Debt of the Loan Parties incurred under the ABL Loan Documents (and any Permitted Refinancing Debt in respect thereof) in an aggregate principal amount not to exceed the case amount permitted under the ABL Intercreditor Agreement; (ix) Debt of aany Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $5,000,00011,500,000 at any time outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f); (xi) other unsecured Debt of the Borrower and its Restricted Subsidiaries,Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the Leverage Ratio, as calculated on a pro forma basis after giving effect to the incurrence of such Debt, is less than or equal to 3.00:1.00; (Axii) [intentionally omitted]Debt of any Restricted Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt under arising in connection with endorsement of instruments for collection or deposit in the Loan Documents,ordinary course of business; (Bxv) the Surviving Debt set forth on Schedule 4.01(s) hereto,[intentionally omitted]; (Cxvi) non-recourse Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed the Borrower greater of (1) $2,500,000 and Restricted Subsidiaries incurred solely to finance Capital Expenditures (2) 2.0% of EBITDA for the development most recently completed Measurement Period$3,500,000 outstanding at any time; and (xvii) Debt incurred in connection with the financing of Greenfield Projects, insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; and (Dxviii) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),in an aggregate principal amount outstanding not to exceed $20,000,000.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) Debt under the Loan Documents; (b) Debt existing on the date hereof and set forth in Schedule 7.03 and no extensions, renewals, refinancings and replacements of any such Debt; (c) [intentionally omitted]; (d) [intentionally omitted]; (e) [intentionally omitted]; (f) Debt in respect of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for the purpose of financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the case business of the Borrower, Borrower or such Subsidiary that, added to all other Debt permitted pursuant to this clause (f) and then outstanding will not exceed (A) $500,000, so long as such Debt owed to a Wholly Owned Restricted Subsidiary is incurred or issued at the date of the Borrower, such purchase, or completion of such construction or improvement, or within 270 days thereafter, plus (B) the amount of any fees and expenses incurred in connection with any financing transaction or refinancing; (g) Debt under any Third Party Financing permitted in accordance with Section 10.19; (h) Debt in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other unsecured employee benefits; (ii) property, casualty or liability insurance or self insurance; (iii) completion, bid, performance, appeal or surety bonds issued for the account of the Borrower or any Subsidiary thereof; or (iv) bank guarantees, letters of credit, bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations business; (i) intercompany Debt of the Borrower or any Subsidiary thereof owing to and held by the Borrower or any Subsidiary thereof; provided that (i) if the Borrower or any Subsidiary of the Borrower that is a Subsidiary Guarantor is the obligor on such Debt and any Subsidiary of the Borrower (other than a Subsidiary of the Borrower that is a Subsidiary Guarantor) is the obligee thereof, such Debt must be acceptable to the Administrative Agent in its Permitted Discretion and also be unsecured and expressly subordinated to the prior Discharge of Secured Obligations and the prior satisfaction of all Obligations (including, with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) Subsidiary of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilitiesthat is a Subsidiary Guarantor, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent its obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in under Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures10.14), and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted any Subsidiary of the BorrowerBorrower that is a Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (i) the Frontier Indebtedness outstanding on the Closing Date, and interest accruing thereon; provided that such Frontier Indebtedness is subordinated in right of payment to the Obligations as and to the extent provided in the Frontier Subordination Agreement and is at all times subject to the terms of the Frontier Subordination Agreement; and (ii) any other Permitted Subordinated Debt, but, in the case of this clause (ii), only if the issuance of such Permitted Subordinated Debt is consented to by the Administrative Agent in writing in advance in its sole and absolute discretion without any obligation to do so; (k) Debt consisting of promissory notes or similar Debt issued by the Borrower or any Subsidiary of the Borrower to current, future or former officers, directors and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower or a Subsidiary of the Borrower to the extent described in clause (p) of Section 7.02; (l) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (m) Debt arising from agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred in connection with the disposition of any business, assets or such Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or such Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Borrower or such Subsidiary in connection with such disposition; and (iiin) in Debt arising under bonds issued by the case Borrower or any Subsidiary of the Borrower solely in connection with obtaining and maintaining its Restricted Subsidiaries, (A) Debt under lending licensing requirements with applicable Governmental Authorities in the Loan Documents, (B) United States in the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt ordinary course of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),its business.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services, (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Credit Parties for goods or services and (iii) current operating liabilities (other than for borrowed money) which in each case is not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be 90 days past due, in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP.; (including, for g) Debt consisting of take-or-pay obligations under the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryRockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (1i) to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (ii) to extend the tenor of the RockPile Agreement; (h) Debt consisting of take-or-pay obligations under the Caliber Agreements; provided that the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, including increasing any amounts owed by the Borrower thereunder or any extension of the term thereunder; (i) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Borrower shall be is in pro forma compliance with Sections 6.16 of the covenants contained First Lien Credit Agreement as in Section 5.04, calculated based effect on the financial statements most recently delivered date hereof, Section 6.17 hereof and Section 6.21 hereof after giving effect to the Lender Parties pursuant to Section 5.03 and as though any such issuance; (ii) such Debt had been incurred at the beginning is not secured by any Lien; (iii) no principal amount of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more matures earlier than six months after the Termination Date and Maturity Date; (4iv) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (v) the agreement or indenture governing any such Debt shall have covenants and other material terms of such unsecured Debt restrictions that are no more restrictive than those set forth in the Loan Credit Documents; (iivi) in the case agreement or indenture governing any such debt shall not have any restriction on the ability of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or any of its Subsidiaries to a Wholly Owned Restricted Subsidiary of guarantee the BorrowerSecured Obligations or to pledge assets as Collateral for the Secured Obligations; and (iiivii) upon the issuance of any such Debt, the Borrower shall make a mandatory prepayment on the Advances in an amount equal to the case lesser of the Borrower and its Restricted Subsidiaries,then outstanding Advances or the amount of the net proceeds received in respect of such Debt; (Aj) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $1,000,000 at any time; and (k) Debt under the Loan Documents, (B) First Lien Credit Agreement to the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of extent permitted under the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Intercreditor Agreement.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Restricted Subsidiaries to other Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) Debt under any Approved AR Loan Facility and extensions, renewals and re- financings thereof; provided that the aggregate principal amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) at any time outstanding in the case of any Restricted Subsidiary of the Borrowerrelation to such Approved AR Loan Facility shall not exceed $5,000,000; provided that, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) the principal amount of such Debt under the Loan Documents, (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) is not increased pursuant to any such renewal, extension, refunding or refinancing, and (B) the Surviving any such refinancing renewal, extension or refunding shall continue to constitute usage of any basket under which such Debt set forth on Schedule 4.01(s) hereto,was originally incurred, created or assumed; (Cc) nonSubordinated Debt and extensions, renewals, and re-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, financings thereof; (Dd) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate principal amount of all such Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re-financing) permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (e) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (g) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, and including, without limitation, treasury, depository, credit or debit card, “p-cards,” electronic funds transfer, foreign exchange services, zero balance arrangements, liquidity management tools (such as physical pooling or cash concentration) and other cash management arrangements, including any other arrangement designated in good faith by any Borrower to Agent as being a “cash management arrangement,” in each case incurred in the ordinary course of business; (h) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by Borrower in connection therewith; and (j) unsecured Debt (which for further clarity shall exclude accounts payable, take-or- pay contracts, and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate principal outstanding amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re- financing) not at any time exceeding $250,000 and extensions, renewals and re-financings thereof; (k) to the extent constituting Debt, obligations due by any Loan Party or Subsidiary thereof under such Loan Party’s or their respective Subsidiaries’ Product warranty programs; (l) Debt arising from cash pooling arrangements among the Loan Parties and their Subsidiaries; and (m) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business.

Debt. CreateHoldings and the Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to to, create, incur, assume assume, permit to exist or suffer maintain any Debt or Contingent Obligation, other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Subsidiaries under the Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) Capital Leases and purchase money Debt incurred to existfinance the acquisition, construction, repair, replacement, lease or improvement of any equipment acquired after the Closing Date (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) 5.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (d) endorsements for collection or deposit, in either case in the ordinary course of business; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in interest rates under this Credit Agreement and the usage of gas, diesel and electricity and (y) not for speculative purposes; (f) Guaranties by Holdings and its Subsidiaries in respect of Debt of Holdings or any of its Subsidiaries otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, except:such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Subsidiary of Holdings that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Subsidiary of Holdings of any Debt of an Obligor shall be permitted unless such Subsidiary shall have also provided a Guaranty of the Obligations; (g) (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Subsidiary of Holdings in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the case ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the Borrower, foregoing issued in respect of or to secure Debt for Borrowed Money; (Aii) Debt owed to a Wholly Owned Restricted any Person providing, or relating to the provision of, workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Debt in respect of cash management services, netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Subsidiary of Holdings maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the Borrower,ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (Bi) other unsecured Debt incurred under this clause (j)(i) at any time outstanding in an aggregate principal amount not to exceed the greater of (x) $7,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); and (ii) Debt incurred under this clause (j)(ii) at any time outstanding in an aggregate principal amount not to exceed the greater of (x) $7,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Subsidiaries of Holdings incurred in the ordinary course of business aggregating business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not more than $50,000,000 to exceed in the aggregate outstanding at any time outstanding other than Guaranties $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Subsidiaries of Holdings under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other contingent service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Subsidiaries of Holdings to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) [reserved]; (p) prepaid or deferred revenue arising in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry; (i) ABL Facility Indebtedness in an aggregate principal amount of loans and letters of credit not to exceed the lesser of (A) $38,500,000 and (B) the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryABL Intercreditor Agreement; provided that (x) the Lenders shall have reasonably approved each ABL Credit Agreement and related loan documentation, (y) the ABL Facility Indebtedness is secured by (1) a first-priority security interest in the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 Current Asset Collateral of Holdings and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance its Subsidiaries and (2) a second-priority security interest in the Fixed Asset Collateral and (z) such unsecured Debt ranks junior is subject to or pari passu the ABL Intercreditor Agreement, and (ii) solely on the Closing Date, ProFrac Term Facility Indebtedness provided that such Debt shall be paid off with the Facilities, andproceeds of the Loans on the Closing Date; (Cr) other unsecured Debt Guaranties incurred in the ordinary course of business (includingand not in respect of Debt for borrowed money) in respect of obligations to suppliers, for customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any of its Subsidiaries to pay the avoidance deferred purchase price of doubt, any long-term Debt goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any of its Subsidiaries in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the Monarch Acquisition Seller Debt, in an aggregate principal amount not to exceed $54,687,500 less the aggregate amount of all payments and prepayments in respect of the principal amount thereof after the Closing Date (excluding any fees, costs, expenses and indemnification obligations that may also be payable thereunder), provided that, for so long as the Monarch Acquisition Seller Debt is outstanding, the Lenders hereunder shall have a note offering) second-priority Lien on any assets granted as collateral pursuant to the Monarch Security Documents (other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered Excluded Assets and subject to the Lender Parties pursuant to Section 5.03 same customary limitations and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those requirements set forth in the Loan DocumentsSecurity Agreement); (iiu) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and clauses (iiia) in the case of the Borrower and its Restricted Subsidiaries, through (At) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),above.

Debt. CreateThe Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) The Loans and any other Obligations and any guaranty of or suretyship arrangement in respect thereof. (b) Debt of the Borrower and the Credit Parties existing on October 7, 2014 that is reflected in the financial statements of the Borrower and its consolidated Subsidiaries delivered pursuant to Section 8.01(b) for the fiscal quarter ended June 30, 2014 or in Schedule 9.02, and any Permitted Refinancing Debt in respect thereof. (c) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts, (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties or (iii) required in connection with the enforcement of rights or claims of the Borrower or any of the Restricted Subsidiaries or in connection with the appeal of judgments that do not result in a Default or an Event of Default. (d) Intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any of the Restricted Subsidiaries, and, provided further, that any such Debt for borrowed money owed by a Credit Party to a non-Credit Party shall be subordinated to the Obligations on terms set forth in the case of the Borrower,Guaranty Agreement. (Ae) Debt owed to a Wholly Owned Restricted Subsidiary Endorsements of the Borrower, (B) other unsecured Debt incurred negotiable instruments for collection in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of business. (f) Senior Notes issued by the Borrower with respect to and any guarantees of such Debt by the Borrower or any other obligation of any Unrestricted Subsidiary; Guarantor, provided that (1i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to 91 days after the Maturity Date, (iii) such Debt does not mature sooner than 91 days after the Maturity Date, (iv) the Borrower shall be in pro forma compliance with covenants applicable to such Debt are not materially more onerous, taken as a whole, than the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered applicable to the Lender Parties Loans, (v) the Borrowing Base is reduced pursuant to Section 5.03 2.07(e) and as though prepayment is made to the extent required by Section 3.04(c)(iii), and (vi) after giving pro forma effect to the issuance of such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such is in compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andSection 9.01. (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ag) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower Capital Leases and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted under Section 9.03(d) in an aggregate principal amount at any time not to exceed $20,000,000. (h) Debt in the form of guaranties by the Borrower or any of the Restricted Subsidiaries of Debt of (i) the Borrower or any of the Restricted Subsidiaries permitted under this Section 9.02 and (ii) other Subsidiaries to the extent an Investment would be permitted under Section 9.05(g)(iv) or Section 9.05(q). (i) Debt owed to insurance companies for premiums on policies required by Section 5.02(a)(iv),8.06. (j) Other Debt not to exceed $25,000,000 (measured as of the date of incurrence) in the aggregate at any one time outstanding.”

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Allow the total Debt (excluding Subordinated Debt, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered Company and its Subsidiaries (on a consolidated basis) to exceed the Paying Agent demonstrating such compliance and sum of the following (2) such unsecured the "Debt ranks junior to or pari passu with the Facilities, andThreshold"): (Ca) other unsecured Debt incurred in the ordinary course of business one hundred percent (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions100%) of the Borrower delivered to value of the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, Company's cash and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents"short-term investments"; (iib) ninety-eight percent (98%) of the value of the Company's "mortgage loans receivable"; (c) ninety percent (90%) of the value of the Company's "pool loan purchases" and "mortgage claims receivable", to the extent such assets represent VA Mortgage Loans and FHA Mortgage Loans repurchased by the Company from GNMA security holders including the amount of past-due interest advanced by the Company on account of such Mortgage Loans which is guaranteed by VA or insured by FHA, provided however, the Required Lenders can elect upon 90 days prior notice to the Company not to include such interest amount in the case calculation of any Restricted Subsidiary this component of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary Threshold; (d) seventy-five percent (75%) of the Borroweramount of "Servicing Sale Receivables" which would qualify as "Eligible Pledged Servicing Sale Receivables" if such "Servicing Sale Receivables" (as such terms are defined under the Other Facility) were pledged as Collateral under the Other Facility; (e) sixty percent (60%) of the amount of the Company's servicing and hedging rights related thereto, as determined in accordance with GAAP on a monthly basis (or more frequently if requested by the Agent); and (iiif) fifty percent (50%) of the value of Approved Equity Securities, as shown on the most recent quarterly financial statements (or as reported on a more frequent basis if required by Agent) provided that the maximum amount that can be included in this component of the Debt Threshold shall be $200,000,000, as such amount may be reduced in accordance with Section 8.16. Terms set forth in quotes in this Section shall have the meanings given such terms in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Company's consolidated financial statements.

Debt. CreateSuch Credit Party will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or suffer to existotherwise become or remain directly or indirectly liable with respect to, any Debt except for: (a) Debt, except:Letter of Credit Liabilities and all other Obligations under the Financing Documents; (b) Debt outstanding on the date of this Agreement as set forth in the Information Certificate (other than Debt permitted pursuant to clause (d) of this Section 5.1) to the extent set forth therein; (c) Debt of the Borrowers incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) and related costs and refinancings thereof, in an aggregate principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any other Borrower or any Domestic Wholly-Owned Subsidiary of any Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiaries in an aggregate amount under this clause (ii) not to exceed $500,000 at any time outstanding; provided, however, in each case, such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Agent, the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations; (e) unsecured Debt of any Borrower not to exceed $1,000,000 in the aggregate at any time outstanding which is subordinated to the Obligations in a manner reasonably satisfactory to Agent; (f) net obligations to a counterparty under any Swap Contract permitted pursuant to the terms of this Agreement; (g) Debt consisting of Contingent Obligations, to the extent permitted pursuant to Section 5.3; (h) the Second Lien Debt and refinancings and replacements thereof, to the extent permitted pursuant to the terms of the Second Lien Intercreditor Agreement; and (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),arising from Holdings Loans.

Debt. CreateThe Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to incur, create, incur, assume or suffer permit to exist, exist any Debt, except: (i) in any Debt existing at the case time such Person becomes a Subsidiary of the Borrower, Borrower not incurred in contemplation of such event or (Aii) any Debt owed to of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower,; provided in each case of the foregoing clauses (i) and (ii), that such Debt is not incurred in contemplation of such event; (Bb) any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, leasing, subleasing, improving, constructing, repairing, maintaining, or installing any asset (including Capitalized Lease Obligations) in an aggregate principal amount, together with the aggregate principal amount of any other unsecured Debt outstanding pursuant to this Section 7.08(b), not to exceed $50,000,000 at any time outstanding; provided that such Debt is incurred concurrently with or within one hundred eighty (180) days (or such later period as may be agreed by the Lender) after completion of the acquisition, lease, sublease, improvement, construction, repair, maintenance, or installation thereof; (c) any Debt of the Borrower or any Subsidiary pursuant to a Swap Contract entered into for non-speculative purposes; (d) (i) any Debt created hereunder or (ii) Debt existing or committed on the Closing Date and set forth on Schedule 7.08; (e) any Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (f) any Debt owed to the Borrower or a Subsidiary of the Borrower; (g) any Debt incurred to (i) finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums or (ii) or take or pay obligations contained in supply arrangements, in the ordinary course of business; (h) any Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) any Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services, in each case incurred in the ordinary course of business; (j) any Debt in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (k) any Debt in respect of cash collateralized letters of credit; (l) any Debt arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any investments or dispositions of any business, assets or a Subsidiary; (m) any Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with respect to any Debt or other obligation of any Unrestricted Subsidiarysuch goods and services; provided that (1) such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the Borrower shall be ordinary course of business and not in pro forma compliance connection with the covenants contained in Section 5.04borrowing of money or any Swap Contract; (n) any Debt representing deferred compensation to employees, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (consultants or person performing similar functions) independent contractors of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt any Subsidiary incurred in the ordinary course of business business; (includingo) obligations in respect of any agreement to provide to the Borrower or any Subsidiary cash management services for collections, for the avoidance of doubttreasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any longdemand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-term card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services; (p) any Debt incurred in connection with a note offering) other than Guaranties or other contingent consisting of obligations of the Borrower or any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with any investment; (q) any Debt issued in escrow pursuant to customary escrow arrangements pending the release thereof; (r) other Debt in an aggregate outstanding amount not in excess of $25,000,000 at any one time outstanding; (s) any secured Debt of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(s), would not exceed the sum of (i) $2,000,000,000 (including the outstanding principal amount of any Debt outstanding under the Senior Notes that has not been classified or reclassified under any other clause of this Section 7.08) plus (ii) [reserved] plus (iii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(t)(i); provided that Debt incurred pursuant to this clause (iii) may only be used to incur (x) Debt owing to (A) the United States Department of Energy Loan Programs Office, (B) any other Governmental Authority of the United States, or (C) any financial institution acting as an administrator, facilitator, agent, trustee, servicer, conduit, instrumentality or similar capacity with respect to any entity referred to in clauses (A) or (B), for purposes of financing construction of a semiconductor device fabrication facility, a semiconductor materials manufacturing facility and/or a campus of the Borrower or any Subsidiary and any security provided in connection with such financing will be limited to the project facilities and other related properties, assets, shares of and all assets of the entity established for holding such project facilities and other related properties and assets, and an unsecured parent guaranty of Borrower (provided that if any such parent guaranty issued by Borrower is secured, the Lender and the Borrower will promptly discuss in good faith for Lender providing consent to such secured guaranty), and/or (y) with the written consent of the Lender (such consent not to be unreasonably withheld, conditioned or delayed), (A) Debt secured solely by any of the Saarland Assets and/or the Siler City Assets and/or the equity interests in any Person that directly owns such pledged assets (and in each case, any immaterial incidental assets related to the foregoing) and/or (B) Capital Lease Obligations arising out of a sale and leaseback transaction of any of the Saarland Assets and/or the Siler City Assets and the pledge of equity interests in any Person that owns the assets subject to such Capital Lease Obligations; (t) any unsecured Debt of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(t), would not exceed the sum of (i) $1,000,000,000, plus (ii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(s) plus (iii) an unlimited amount provided that after giving effect thereto (and any related transaction) on a pro forma basis the Consolidated Total Leverage Ratio as of the last day of the most recently ended Test Period is no greater than 4.00 to 1.00; (u) any secured Debt of the Borrower or any Subsidiary of any Grant Financing in an aggregate principal amount not to exceed €1,000,000,000 at any time outstanding; (v) any Guarantees of other Debt or other obligation obligations permitted by this Agreement; (w) Guarantees of Debt under customer financing lines of credit entered into in the ordinary course of business; and (x) any Debt arising out of the refinancing, extension, renewal or refunding of any Unrestricted SubsidiaryDebt permitted under clause (a), (b), (d), (r), (s), (t) or (u) of this Section 7.08 (“Refinanced Debt”); provided that that, (i) the principal amount of such Refinanced Debt does not exceed the outstanding or committed principal amount of the Debt being refinanced (plus costs and accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement), and (ii) except in the case of clauses (b) and (r), (x) the final maturity date of such Refinanced Debt is after the final maturity date of the Debt being refinanced and (y) the Weighted Average Life to Maturity of such Refinanced Debt (excluding customary amortization) is greater than or equal to the lesser of (1) the Borrower Weighted Average Life to Maturity of the Debt being refinanced and (2) the Weighted Average Life to Maturity of the Loans then outstanding. For purposes of determining compliance with this Section 7.08, if the use of proceeds from any incurrence or issuance of Debt is to fund the repayment of any Debt, then such repayment shall be in pro forma deemed to have occurred substantially simultaneously with such incurrence or issuance so long as (1) such repayment occurs within one (1) Business Day of such incurrence or issuance and (2) the proceeds thereof are deposited with a trustee, agent or other representative for such Debt being repaid pending such repayment. For purposes of determining compliance with this Section 7.08, the covenants contained amount of any Debt denominated in Section 5.04, any currency other than Dollars shall be calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered therebycustomary currency exchange rates in effect, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary such Debt incurred (in respect of the Borrower, Debt owed term Debt) or committed (in respect of revolving Debt) on or prior to the Borrower or to a Wholly Owned Restricted Subsidiary of Closing Date, on the Borrower; Closing Date and (iii) , in the case of such Debt incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt) after the Borrower Closing Date, on the date that such Debt was incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt); provided that if such Debt is incurred, assumed or committed to refinance other Debt denominated in a currency other than Dollars (or in a different currency from the Debt being refinanced), and its Restricted Subsidiaries, such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the outstanding or committed principal amount of such Debt being refinanced (plus costs and accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement). Further, for purposes of determining compliance with this Section 7.08, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Section 7.08 but may be permitted in part under the Loan Documents, any combination thereof, (B) in the Surviving event that an item of Debt set forth on Schedule 4.01(s(or any portion thereof) hereto, (C) non-recourse Debt meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Section 7.08, the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Debt (or any portion thereof) in any manner that complies with this Section 7.08 and Restricted Subsidiaries incurred solely at the time of incurrence, assumption, classification or reclassification will be entitled to finance Capital Expenditures for only include the development amount and type of Greenfield Projectssuch item of Debt (or any portion thereof) in any of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be treated as having been incurred, assumed or existing pursuant to only such clause or clauses (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivor any portion thereof),.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (ia) in the case of the Borrower,Obligations; (Ab) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at owed by any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect Credit Party to any Debt or other obligation of any Unrestricted SubsidiaryCredit Party; provided that (1i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Borrower shall be Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in pro forma compliance its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the covenants contained Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in Section 5.04each case are not more than 90 days past due, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt in each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (including, d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $25,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $5,000,000 incurred to defer the cost of such insurance for the avoidance underlying term of doubtsuch insurance policy; (h) the Senior Notes, unsecured subordinated Debt and any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryPermitted Refinancing thereof; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary such unsecured subordinated Debt and any Permitted Refinancing thereof (i) the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement, (iii) any agreement governing such Debt shall include representations, warranties, covenants and events of default, taken as a whole, no less favorable to the BorrowerBorrower in any material respect than this Agreement and (iv) the terms and provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $2,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt, the terms and provisions of which shall be satisfactory to the Administrative Agent, owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) in connection with such Investment, or (1) or an Acquisition permitted under Section 6.4 in each case on an unsecured subordinated basis, which subordination agreement shall be on terms satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt not constituting debt for borrowed money incurred in an Investment permitted under Section 6.3(k) or (1), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower or to a Wholly Owned Restricted Subsidiary and its Subsidiaries in the ordinary course of business in connection with the Borrowerpurchase of Sand Reserves; (o) Debt existing on the date hereof and set forth on Schedule 6.1; and (iiip) in the case of the Borrower and its Restricted Subsidiaries, (A) unsecured Debt not otherwise permitted under the Loan Documents, (B) preceding provisions of this Section 6.1; provided that, the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries (other than the Regulated Subsidiaries and the AESC Companies) to create, incur, assume or suffer to exist, any DebtDebt other than pursuant to the Loan Documents, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in under the Loan Documents; (ii) until the date of the Term Borrowing, Debt in respect of the 7.75% Notes; (iii) Surviving Debt; (iv) unsecured intercompany Debt owed to AYE or any Subsidiary to the extent permitted under Section 5.02(f); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which AYE or any Subsidiary of AYE is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including any Capital Expenditures); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi) and Section 5.02(b)(vii) shall not exceed $7,500,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount, together with the aggregate principal amount of all Debt permitted under Section 5.02(b)(vi), not in excess of $7,500,000 at any time outstanding; (viii) Debt of any Person that either (x) is merged into or consolidated with AYE or any Subsidiary of AYE, or (y) becomes a Subsidiary of AYE after the date hereof in either case in accordance with the terms of Section 5.02(f), provided that (A) Debt is existing at the time such Person becomes a Subsidiary of AYE (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of AYE), (B) immediately after giving effect to the investment in such Subsidiary, no Default shall have occurred and be continuing, and (C) such Debt is non-recourse to AYE or any other Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or to its Subsidiaries at the time of such investment); (ix) Debt arising from the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (x) Debt in respect of workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by AYE or any Restricted Subsidiary of AYE in the Borrowerordinary course of business; (xi) Debt that may be deemed to arise as a result of agreements of AYE or any of Subsidiary of AYE providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of AYE consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by AYE or such Subsidiary in connection with such sale or disposition; (xii) Debt of AYE represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of AYE or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby) AYE would be in compliance with Section 5.02(f)(v); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of any Borrower or any of Subsidiary of any Borrower in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to such Borrower or such Subsidiary; (xiv) other unsecured Debt of AYE not to exceed $20,000,000 at any time outstanding; provided such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xv) unsecured Debt in respect of obligations of AYE or any Subsidiary of AYE to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations (A) are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money, (B) are not more than 90 days past due and (C) are not subject to a Contest; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (vi), (vii), (viii) and (xiv) above or this clause (xvi); (xvii) Debt or Contingent Obligations incurred by AYE or its Subsidiaries in connection with loans and advances to its employees in the ordinary course of its business as presently conducted in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (xviii) secured or unsecured Debt owed to PNC Bank, National Association from time to time in connection with the Borrower extension of credit to AYE or its Subsidiaries for the account of one or more employees or departments of AYE or its Subsidiaries in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of AYE or its Subsidiaries in an aggregate principal amount not to exceed $6,000,000 at any one time outstanding; (xix) unsecured Debt incurred by AYE in connection with the Buffalo Reserve Project and/or any Joint Ventures in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided that such Debt has a Wholly Owned Restricted Subsidiary scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xx) the put option granted in favor of UGI under the BorrowerHunlock Agreement, to the extent such put option constitutes Debt; (xxi) Services Corp Regulated Debt; and (iiixxii) Services Corp AESC Debt in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely an aggregate amount not to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),exceed $17,500,000 at any time outstanding.

Debt. Create, incur, assume or suffer to existassume, permit, guarantee, or permit any of its Restricted Subsidiaries otherwise become or remain, directly or indirectly, liable with respect to create, incur, assume or suffer to exist, any Debt, except: (a) Debt evidenced by this Agreement and the other Loan Documents; (b) Debt incurred by any Loan Party, provided that at the time of incurrence of such Debt and after giving pro-forma effect thereto, the Borrower would be in compliance with Section 6.13 and so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence, provided further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary or any other Subordinated Creditor (as defined in the Intercompany Subordination Agreement) to be subordinated to the Loans on substantially the same terms as set forth in the Intercompany Subordination Agreement; (c) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Debt of (i) in the case of the Borrower, (A) Debt owed any Subsidiary to a Wholly Owned Loan Party, (ii) any Loan Party to any other Loan Party, (iii) any Restricted Subsidiary of the Borrower,a Loan Party to any other Restricted Subsidiary of a Loan Party or (iv) any Subsidiary that is not a Restricted Subsidiary of a Loan Party to any other Subsidiary that is not a Loan Party; (Be) other unsecured Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business; (f) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and their Subsidiaries; (h) Debt of a Loan Party or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (i) Debt of any Loan Party or Subsidiary under Back-to-Back Lending Facilities, in an aggregate principal amount not to exceed $200,000,000; (j) Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties under incentive, non-compete, consulting, deferred compensation, or other contingent obligations of the Borrower with respect to similar arrangements incurred by any Debt Loan Party or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and; (Ck) other unsecured Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (l) 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 hereunder; (m) other Debt of the Subsidiaries (other than any Loan Party) in an aggregate principal amount for all such Subsidiaries not to exceed, at the time of incurrence of such other Debt, the greater of (i) $1,700,000,000 and (ii) Adjusted EBITDA for the most recent four quarter period with respect to which financial statements have been delivered pursuant to Section 5.2(a) or (b), so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any such other Debt; (n) Debt incurred by any CLO Management Subsidiary in connection with, or otherwise to finance (directly or indirectly) any Investment made to comply with any regulatory requirements (including, without limitation, risk retention requirements), provided that any such Debt is non-recourse to any Loan Party or any Restricted Subsidiary (provided, that an Unrestricted Subsidiary shall only be liable for such Debt to the avoidance extent such Debt is permitted pursuant to clause (p) of doubt, any long-term this Section 6.1); (o) guaranties by Loan Parties or other Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (p) Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of by any Unrestricted Subsidiary; provided provided, that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though any such Debt had been incurred at the beginning of the fouris non-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (recourse to any Loan Party or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documentsany Restricted Subsidiary; (iiq) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the BorrowerPurchase Money Debt; and (iiir) in the case of Debt incurred by the Borrower and its Restricted Subsidiaries, any other entity comprising a “Borrower” or a “Guarantor” party thereto pursuant to Specified Credit Agreement, and any refinancings, refundings, renewals, replacements, exchanges or extensions thereof (which do not shorten the final maturity thereof or increase the principal amount thereof); provided, that for purposes of calculating the amount of Debt to determine compliance with Sections 6.1 and 6.2, the Debt of non-wholly owned Subsidiaries included in such calculation shall be equal to (i) if such Debt is (A) Debt under the not guaranteed by any Loan Documents, Party and/or any other Subsidiary or (B) guaranteed by any Loan Party and/or any other Subsidiary and each such guaranty is permitted under Section 6.1 (and Section 6.2, if applicable) pursuant to a clause that is not subject to a dollar cap, the Surviving proportionate amount of such Debt set forth based on Schedule 4.01(sthe Loan Parties’ and each such other Subsidiary’s aggregate economic ownership interests in such Subsidiary, and (ii) hereto, if such Debt is guaranteed by any Loan Party and/or any other Subsidiary and any such guaranty is not permitted under Section 6.1 (Cand Section 6.2, if applicable) non-recourse pursuant to a clause that is not subject to a dollar cap, an amount equal to the greater of (x) the proportionate amount of such Debt based on the Loan Parties’ and each such other Subsidiary’s aggregate economic ownership interests in such Subsidiary and (y) without duplication and in no event to exceed the amount of the Borrower underlying Debt, the aggregate amount of such Debt guaranteed by the Loan Parties and/or each such other Subsidiary that is not permitted under Section 6.1 (and Restricted Subsidiaries incurred solely Section 6.2, if applicable) pursuant to finance Capital Expenditures a clause that is not subject to a dollar cap (Debt excluded pursuant to this proviso shall be excluded from the calculation of Debt for the development purposes of Greenfield Projectsdetermining compliance with this Section 6.1 (and Section 6.2, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivif applicable),).

Debt. CreateNo Restricted Company shall, incurdirectly or indirectly, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to existexist any direct, indirect, fixed, or contingent liability for any Debt, exceptother than: (a) The Obligation; (b) Debt incurred by Borrower under any Financial Hedge; (c) Debt between Restricted Companies, or Debt of any Restricted Company to the Receivables Subsidiary; (d) Debt existing on the Closing Date (or such later date as such Schedule is revised or supplemented with the consent of Determining Lenders), as more particularly described on SCHEDULE 7.12 (the "EXISTING DEBT"); (e) Debt not otherwise permitted by this SECTION 7.12 (including, without limitation, Capital Leases or Debt assumed or created in connection with any Permitted Acquisition) of any Restricted Company, so long as (a) no Default or Potential Default exists on the date any such Debt is created, incurred, or assumed or arises as a result of or after giving effect to any such Debt incurrence; and (b) the aggregate amount of all such additional Debt of the Restricted Companies, when aggregated with the principal amount of Existing Debt then outstanding, does not exceed, at the time of any determination thereof, 7.5% of the amount of Total Debt for which the Restricted Companies may be obligated without violating the Leverage Ratio requirements set forth in SECTION 7.28(a); provided that, the additional Debt permitted by this SECTION 7.12(e) is further limited as it relates to such Debt of the Restricted Subsidiaries, such that the Restricted Subsidiaries may not be obligated for, or create, incur, or assume Debt (including, without limitation, amounts outstanding on any date of determination under Capital Leases, Debt assumed or created in connection with any Permitted Acquisition and any Existing Debt pursuant to SECTION 7.12(d)) which, after giving effect to the incurrence thereof, would cause the aggregate amount of such Debt for all such Restricted Subsidiaries on any date of determination to exceed the lesser of (i) in $100,000,000 or (ii) an amount which, when aggregated with the case Debt of Borrower incurred pursuant to SECTION 7.12(d) and outstanding on any such date of determination, does not exceed 7.5% of the Borrower,amount of Total Debt for which the Restricted Companies may be obligated without violating the Leverage Ratio requirement set forth in SECTION 7.28(a); (Af) Debt owed to of Borrower not otherwise permitted by this SECTION 7.12 arising under or in connection with public or privately-placed notes, debentures, bonds, debt securities, or related indentures, or credit arrangements or other agreements, so long as (i) no Default or Potential Default exists on the date any such Debt is created or arises as a Wholly Owned Restricted Subsidiary result of any borrowing thereunder; (ii) the provisions of the Borrower, documents evidencing such Debt are not materially more restrictive (Bas reasonably determined by Administrative Agent) other unsecured Debt incurred in than the ordinary course provisions of business aggregating not more than $50,000,000 the Loan Papers, including, without limitation, any requirements for mandatory prepayments or redemptions at any time outstanding other than Guaranties where similar payments are not required under the Loan Papers; (iii) such Debt is unsecured senior or other contingent obligations unsecured subordinated Debt; and (iv) the documents pursuant to which such Debt is issued are reasonably satisfactory to Administrative Agent and its counsel; (g) Debt (including any Debt of the Borrower with respect Receivables Subsidiary to any Debt Restricted Company) arising under or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered Accounts Receivable Financing to the Lender Parties pursuant to Section 5.03 extent such Accounts Receivable Financing and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced related Accounts Receivable Financing Amount is permitted by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan DocumentsSECTION 7.23(e); (iih) in the case Debt of any Restricted Subsidiary Company to any Unrestricted Company (other than the Receivables Subsidiary) so long as (i) such Debt is subordinate in right of the Borrower, Debt owed payment to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),the

Debt. CreateNo Obligor or any Subsidiary thereof will ---- incur, incurcreate, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties Notes or other contingent obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower with respect to any Debt Notes or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in Indebtedness arising under the Loan Documents; (iib) Debt incurred in respect of workers' compensation claims, self-insurance obligations, performance, bid, surety, and similar bonds, guarantees supporting such performance, bid, surety and similar bonds and completion guarantees provided by any Obligor or a Subsidiary in the case ordinary course of business; (c) Debt arising from agreements of any Restricted Obligor or Subsidiary providing for indemnification, adjustment or purchase price or similar obligations, in each case, incurred or assumed in connection with the permitted disposition of any business, assets or equity of a Subsidiary, provided that the Borrowermaximum aggregate liability in respect of all such indebtedness shall at no time exceed the gross proceeds actually received by the Obligors and the Subsidiaries in connection with such dispositions; (d) intercompany Debt among the Obligors and Subsidiaries to the extent permitted by Sections 9.05(g) and (h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than an Obligor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by an Obligor or a Guarantor shall be subordinated to the Borrower or to a Wholly Owned Restricted Subsidiary of Indebtedness on terms set forth in the Borrower; andGuaranty Agreement; (iiie) endorsements of negotiable instruments for collection in the case ordinary course of the Borrower and its Restricted Subsidiaries,business; (Af) the Debt outstanding under the Loan Documents,FPS Capital Indenture or as refinanced as permitted under Section 9.04(b); (Bg) other Debt not to exceed $5,000,000.00 in the aggregate principal amount at any one time outstanding; (h) the Surviving Debt set forth on Schedule 4.01(s) hereto,9.02(h); and (Ci) nonthe Debt outstanding under the EEX E&P Guaranty, the Enron Prepay Obligation and the Enron ▇▇▇▇-to-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (DMarket Related ▇▇▇▇▇▇ or as refinanced as permitted under Section 9.04(c) non-recourse Debt secured by Liens or as assigned or replaced as permitted by under Section 5.02(a)(iv9.18(a)(i),.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Restricted Subsidiaries to other Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv11.2(d),, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such debt shall be subordinate to the Obligations of the Company hereunder; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers or which need not be recorded as liabilities on a balance sheet in accordance with GAAP in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (i) other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $10,000,000 (or, in the case of unsecured convertible notes, in an aggregate outstanding amount not at any time exceeding $100,000,000.

Debt. Create, incur, assume or suffer to exist, or The Borrowers will not permit any of its Restricted Subsidiaries Subsidiary that is not a Loan Party to create, incur, assume or suffer permit to exist, exist any Debt, except: (ia) Debt existing on the Closing Date and set forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt of any Restricted Subsidiary to a Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the case Debt of any Restricted Subsidiary so Guaranteed is permitted by this Section (other than clause (e)), (y) Guarantees permitted under this clause (c) shall be subordinated to the Borrower,Obligations to the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (z) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such Restricted Subsidiary shall have also Guaranteed the Obligations; (A) Debt owed incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Wholly Owned Restricted Subsidiary Lien on any such assets prior to the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of the Borrower, such construction, repair, replacement or improvement, and (B) Refinancing Debt in respect of Debt incurred or assumed pursuant to clause (A) above; provided further that at the time of incurrence thereof, the aggregate principal amount of Debt permitted by this clause (d), together (without duplication) with the aggregate principal amount of outstanding Debt secured by Liens incurred pursuant to Section 5.6(d), shall not exceed the greater of (x) $100,000,000 and (y) 4.25% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt; (e) (A) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) other unsecured Debt, together (without duplication) with the aggregate principal amount of outstanding Debt of the Loan Parties secured by Liens incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt at any time outstanding; (g) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding business; (h) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than Guaranties or in respect of other contingent obligations Debt), in each case provided in the ordinary course of the Borrower with business; (i) Debt owed in respect to any Debt or other obligation of any Unrestricted Subsidiaryoverdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that (1) the Borrower such Debt shall be repaid in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning full within five Business Days of the fourincurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-quarter period covered thereby, as evidenced by competition agreements or other arrangements representing acquisition consideration or deferred payments of a certificate of the chief financial officer (similar nature incurred in connection with any acquisition or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, other investment permitted under this Agreement; and (Ck) other unsecured Debt representing deferred compensation to directors, officers, consultants or employees of a Borrower or a Restricted Subsidiary incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),business.

Debt. CreateThe Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of the Borrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on Schedule 8.12 and any Refinancing Debt in respect thereof and (ii) that is intercompany Debt outstanding on the Restatement Effective Date; (c) (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (c) [reserved]; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary; (f) Guaranties by the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the case subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Borrower,Obligations; (g) (Ai) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; 120 EXHIBIT 10.1 (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, bankers’ acceptances, warehouse receipts, letters of credit or other similar bonds, instruments or obligations, in each case provided in the ordinary course of business, including Debt evidenced by letters of credit issued in the ordinary course of business to support the insurance or self-insurance (to the extent such self-insurance is permitted hereunder) obligations of any Obligor or any of its Restricted Subsidiaries (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to a Wholly Owned any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such obligor or Subsidiary in the ordinary course of business; (j) other Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the Borrower, proceeds thereof, not to exceed the greater of (Bx) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other unsecured Debt service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business aggregating not more than $50,000,000 at or (y) consisting of indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any time outstanding business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other contingent service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Borrower or its Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees to finance the retirement, acquisition, repurchase, purchase or redemption of Stock 121 EXHIBIT 10.1 (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by Holdings or any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence); (q) Debt of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 2.50:1.00 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 3.50:1.00; provided that (A) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and any fee-owned real property and/or a second priority security interest in the Current Asset Collateral and (B) the holder of such Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower; (r) [reserved]; (r) so long as, at the time of incurrence and after giving Pro Forma Effect thereto, no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt, (x) (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt and (y) (i) Specified Capital Leases and (ii) any Refinancing Debt incurred to Refinance such Specified Capital Leases; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this Section 8.12(r) and then-outstanding of the Borrower and the Restricted Subsidiaries as at the last day of 122 EXHIBIT 10.1 (i) unsecured Debt in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with respect to any Debt or other obligation of any Unrestricted Subsidiarysuch goods and services; provided that (1) the Borrower shall be such obligations are incurred in pro forma compliance connection with the covenants contained in Section 5.04, calculated based open accounts extended by suppliers on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (including, for ii) unsecured Debt in respect of intercompany obligations of the avoidance Borrower or any Restricted Subsidiary in respect of doubt, any long-term Debt accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (u) Debt arising from the taking of deposits by a note offeringRestricted Subsidiary that constitutes a regulated bank; and (v) other all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than Guaranties or other contingent obligations one of the Borrower with respect to any types of Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth described in the Loan Documents; (ii) in the case of any Restricted Subsidiary of above clauses, the Borrower, in its sole discretion, may classify and reclassify or later divide, classify or reclassify such item of Debt owed (or any portion thereof) and will only be required to include the Borrower amount and type of such Debt in one or to a Wholly Owned Restricted Subsidiary more of the Borrower; and (iii) above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the case form of the Borrower and its Restricted Subsidiaries, (A) additional Debt under the Loan Documents, (B) the Surviving shall not be deemed to be an incurrence of Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt for purposes of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by this Section 5.02(a)(iv),8.

Debt. CreateEach Loan Party will not incur, incurcreate, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (ia) in The Indebtedness arising under the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04Loan Documents, calculated based on the financial statements most recently delivered to the Lender Parties pursuant including, subject to Section 5.03 and as though such Debt had been incurred at the beginning 2.07, any Incremental Term Loans, or any guaranty of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, suretyship arrangement for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in Indebtedness arising under the Loan Documents; (b) [Reserved]; (c) Debt under Capital Leases for compressors or other oil field equipment (excluding drilling rigs but not work-over rigs) in aggregate principal amount not to exceed 10% of the Borrowing Base then in effect at the time of the incurrence of such Debt; (d) Intercompany Debt between any Loan Party and any other Loan Party or between any Loan Party and any Subsidiary to the extent permitted by Section 9.05(h); provided that any such Debt owed by any Loan Party shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Collateral Agreement; (e) Endorsements of negotiable instruments for collection in the ordinary course of business; (f) The Senior Notes and any other unsecured Debt (including but not limited to refinancings of the Senior Notes), provided that (i) any such other unsecured Debt must have a maturity date at least six months after November 1, 2019, and (ii) in at the case time of any Restricted Subsidiary issuance or incurrence of such other unsecured Debt, the Borrower, aggregate consolidated principal amount of all Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, Subsidiaries then outstanding, whether secured or unsecured, that constitutes (A) Debt Indebtedness under the Loan Documents, , (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, allowed under this subsection (f), including such unsecured Debt, or (C) nonDebt allowed under the following subsection (i) does not exceed $900,000,000; (g) Debt under Synthetic Leases for compressors or other oil field equipment (excluding drilling rigs but not work-recourse over rigs) to the extent permitted by Section 9.07; (h) Other Debt not to exceed $5,000,000 in the aggregate at any one time outstanding; and (i) First Lien Debt and any Permitted Refinancing thereof, in an amount not to exceed the First Lien Cap. Notwithstanding the foregoing, under no circumstances shall the Total Secured Debt of the Borrower Loan Parties exceed $500,000,000. It being understood and Restricted Subsidiaries incurred solely to finance Capital Expenditures for agreed that the development limitation in this paragraph does not permit the incurrence of Greenfield Projects, (D) non-recourse any Debt secured by Liens other than that permitted by the foregoing clauses (a) through (i) of Section 5.02(a)(iv),9.02.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any other Loan Party or a Subsidiary of its Restricted Subsidiaries to a Loan Party to, create, incur, assume or suffer to exist, exist any Debt, except: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iib) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv11.2(d),, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all annual payments on such Debt at any time outstanding shall not exceed $5,000,000, net of any payments received pursuant to those Capital Leases and other transactions; (c) Debt of any Unrestricted Loan Party from any other Unrestricted Loan Party; Debt of any Restricted Loan Party from any other Restricted Loan Party; Debt of any Restricted Loan Party from any Unrestricted Loan Party, so long as such Debt is a permitted Investment of such Unrestricted Loan Party under Section 11.8; Debt of any Unrestricted Loan Party from any Restricted Loan Party, provided that any such Debt constitutes unsecured, Subordinated Debt; (d) Debt consisting of Hedging Obligations to any Lender, or to any other Person provided that such Debt is unsecured; (e) Debt, not otherwise permitted hereunder, in an amount less than or equal to $5,000,000 in the aggregate at any time outstanding; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.4; and (h) Contingent Liabilities with respect to Debt permitted under clauses (a) through (g) of this Section 11.1.

Debt. Create, incur, assume or suffer to exist, or permit exist any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, exceptDebt other than: (i) Debt incurred pursuant to this Agreement; (ii) accrued expenses, current trade payables and other current liabilities arising in the case ordinary course of business and not incurred through the Borrower,borrowing of money; (Aiii) unsecured intercompany Debt owed (x) of any Subsidiary to Borrower, (y) of any Subsidiary to a Wholly Owned Restricted Subsidiary Subsidiary, and (z) of the Borrower, Borrower to any Subsidiary, provided that any such Debt under this clause (Biii) other unsecured Debt is incurred in the ordinary course of business aggregating consistent with past practice, is evidenced by one or more promissory notes pledged to the Administrative Agent pursuant to a Pledge Agreement, is payable on demand and is fully subordinated in right of payment to the Obligations; (iv) Contingent Obligations permitted by Section 6.3; (v) Debt of the Borrower under any Interest Rate Contract relating to the Debt incurred under this Agreement; provided that the notional amount of all such agreements at any time shall not more exceed the aggregate amount of the Commitments at such time; (vi) Debt of a Person arising in connection with any Permitted Acquisition of such Person, provided such Debt was in existence prior to the Acquisition and is not and does not become a direct or indirect liability of the Borrower or any existing Guarantor (other than $50,000,000 a Guarantor formed for the purpose of making such Acquisition), unless such Debt is approved in writing by the Required Lenders prior to such Acquisition; (vii) unsecured Subordinated Debt with terms and conditions acceptable to the Required Lenders in their sole discretion and approved in writing by the Administrative Agent; (viii) Point-of-Sale Equipment Financing not to exceed at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, $5,000,000 for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries,; (Aix) other Debt under (including, without limitation, Debt secured by liens described in clauses (e) and (h) of the Loan Documents, (Bdefinition of Permitted Liens) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of in an aggregate principal amount at any time outstanding not to exceed $1,000,000 for the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),its Subsidiaries.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, provided that such Debt is subordinated to the Indebtedness as and to the extent provided in the case of the Borrower,Guaranty Agreement; (Ae) Debt owed to constituting a Wholly Owned guaranty by the Parent or by a Restricted Subsidiary of the Borrower,other Debt permitted to be incurred under this Section 9.02; (Bf) other unsecured Debt incurred in under the ordinary course of business aggregating not more than $50,000,000 at Permitted Senior Unsecured Notes and guarantees thereof by any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryCredit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (1i) the Borrower Parent shall be in pro forma compliance with Section 9.01 as of the covenants contained in Section 5.04, calculated based on the most recently ended fiscal quarter for which financial statements most recently have been or are required to be delivered to the Lender Parties pursuant to Section 5.03 8.01(a) or Section 8.01(b) and as though such (ii) no Event of Default or Borrowing Base Deficiency shall exist; (g) Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) arising from agreements of the Borrower delivered to the Paying Agent demonstrating such compliance and or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (2) such unsecured Debt ranks junior to including earn-outs), in each case entered into in connection with Investments in or pari passu with the FacilitiesTransfers of any business, andassets or stock permitted hereunder; (Ch) other unsecured Debt of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums incurred in the ordinary course of business business; (includingi) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, any long-term no Permitted Junior Lien Debt may be issued or incurred during an Investment Grade Period; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt, Permitted Pari Term Loan Debt and Debt permitted under Section 9.02(b); (l) Permitted Pari Term Loan Debt incurred in connection with a note offeringon or prior to the earlier of (x) other than Guaranties or other contingent obligations of April 24, 2026 and (y) the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiaryfirst Term Loan Facility Closing Date; provided that (i) the aggregate principal amount of Permitted Pari Term Loan Debt permitted by this clause (l) shall not exceed, at the time of incurrence thereof, an aggregate principal amount equal to the least of the following: (A) the Borrowing Base then in effect minus the Aggregate Elected Revolving Commitment Amounts then in effect, (B) an amount equal to the Aggregate Elected Revolving Commitment Amounts at such time and (C) an amount equal to thirty-three and one-third percent (33-1/3%) of the sum of (1) the Borrower shall be Aggregate Elected Revolving Commitment Amounts then in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, effect plus (2) the aggregate principal amount of Permitted Pari Term Loan Debt then outstanding (after giving effect to any such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, incurrence of Permitted Pari Term Loan Debt); and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in for the case avoidance of any Restricted Subsidiary of the Borrowerdoubt, no Permitted Pari Term Loan Debt owed to the Borrower may be issued or to a Wholly Owned Restricted Subsidiary of the Borrowerincurred during an Investment Grade Period; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Am) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens not permitted by Section 5.02(a)(iv),the foregoing clauses (a) through (l) which is approved in writing by the Majority Lenders.

Debt. CreateThe Company shall not, nor shall it permit any Restricted Subsidiary to, create, assume, incur, assume or suffer to exist, or permit in any of its Restricted Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the Credit Parties under the Credit Documents; (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured intercompany Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced owed by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered US Credit Party to the Paying Agent demonstrating such compliance another US Credit Party; and (2ii) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured intercompany Debt incurred in the ordinary course of business owed by a Foreign Credit Party to another Foreign Credit Party; provided that, in any case and if applicable, such Debt as an investment is also permitted in Section 6.3; (includingc) Debt for borrowed money incurred after the Effective Date under senior, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties unsecured notes or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiaryconvertible debentures; provided that (1i) such Debt is unsecured, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than such covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, (iii) the scheduled maturity of such Debt is at least six months past the scheduled Maturity Date and no amortization payments, mandatory prepayments, or repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, mandatory prepayments or repurchases required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the US Borrower shall be and its Restricted Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (iv) the Company and its Subsidiaries are in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in this Agreement, both before and after giving effect to each incurrence of such Debt, and (v) the Loan Documentsaggregate principal amount of such Debt does not exceed $600,000,000; (d) unsecured Debt existing on the Effective Date and set forth in Part A of Schedule 6.1 (including the Existing HY Debt) and including any refinancings, replacements and renewals of such existing unsecured Debt so long as (i) any such refinancing, replacement or renewal Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (ii) such refinancing, replacement or renewal Debt is unsecured, and (iii) such refinancing, replacement or renewal Debt meets the conditions set forth in clause (ii), (iii) and (iv) of Section 6.1(c) above; (e) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (e) shall not exceed $20,000,000 at any time; (f) secured Debt in the form of one or more letter of credit facilities which are secured only with cash collateral (including the deposit account that holds such cash collateral); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (f) shall not exceed $75,000,000 at any time; (g) Insurance Premium Debt; and (h) the following secured Debt; provided that, the aggregate principal amount of all such Debt shall not exceed 10% of the Company’s consolidated Net Worth at any time and neither Borrower nor any Restricted Subsidiary may enter into additional indebtedness of the type described in this clause (h) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default: (i) purchase money indebtedness or Capital Leases; (ii) in the case of any Restricted Subsidiary Debt secured by Liens of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrowertype described in Section 6.2(f); and (iii) in Secured Debt existing on the case of the Borrower Effective Date and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on in Part B of Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),6.1.

Debt. CreateNo Loan Party will, incurnor will it permit its Subsidiaries to, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, Debt except: (a) Debt pursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) [reserved]; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) in a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the case Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, and (iii) to the Borrower,extent permitted by Section 7.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (Af) all obligations of such Person arising under letters of credit (including standby and commercial); provided, that, prior to the Guarantee Release Date, such Debt may only be incurred by the Loan Parties; (g) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Person that becomes a Subsidiary after the Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that (1i) prior to the Guarantee Release Date, (A) the Borrower Parent shall be in compliance, on a pro forma compliance basis, with the covenants contained Consolidated Leverage Ratio after giving effect to the incurrence of such Debt and any Debt then being incurred under Section 7.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary and (ii) on and after the Guarantee Release Date, such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 5.047.09(k), calculated based on does not exceed 15% of Consolidated Net Tangible Assets after giving effect to such Debt (measured as of the date of incurrence using the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer 6.01(a) or (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, andb)); (Ch) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offeringCapital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; provided, that, prior to the Guarantee Release Date, such Debt may only be incurred by the Loan Parties; (i) all Guarantees otherwise permitted by this Agreement, including Guarantees of Debt permitted to be incurred under this Section; provided, that, prior to the Guarantee Release Date, such Guarantees may only be incurred by the Loan Parties; (j) other than Guaranties or other contingent obligations of Debt incurred by the Borrower with respect to any Debt or other obligation of any Unrestricted SubsidiaryLoan Parties; provided that (1) after giving effect to the Borrower incurrence of such Debt and the aggregate principal amount of Debt then being incurred under Section 7.09(g)(i), the Parent shall be in compliance, on a pro forma compliance basis, with the covenants contained in Consolidated Leverage Ratio; and (k) on and after the Guarantee Release Condition Date, other Debt incurred by Subsidiaries that are not Loan Parties; provided that the aggregate principal amount of such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 5.047.09(g), calculated based on does not exceed 15% of Consolidated Net Tangible Assets after giving effect to the incurrence of such Debt (measured as of the date of incurrence using the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer 6.01(a) or (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(ivb),).

Debt. CreateNot, incur, assume or and not suffer to exist, or permit any of its Restricted Subsidiaries to Loan Party to, create, incur, assume or suffer to exist, exist any Debt, exceptexcept for the following Debt of the Borrower and/or Loan Party Subsidiaries: (ia) in Obligations under this Agreement and the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Ab) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt that is unsecured or secured by Liens permitted by Section 5.02(a)(iv7.2(d),; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $50,000; (c) Debt of the Borrower to any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Loan Party that is a Wholly-Owned Subsidiary of the Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in form and substance satisfactory to the Agent and pledged and delivered to the Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner satisfactory to the Agent; (d) Debt described on Schedule 7.1 as of the Closing Date, and any Permitted Refinancing thereof; (e) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.4; (f) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; and (h) guaranties by the Borrower of the Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as such Debt is otherwise permitted under Section 7.1(a) or (b).

Debt. CreateThe Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Restricted Subsidiaries to createto, incur, assume incur or suffer to exist, maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (ia) in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on Schedule 8.12 and any Refinancing Debt in respect thereof and (ii) that is intercompany Debt outstanding on the Agreement Date; (i) Capital Leases and purchase money Debt incurred solely to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Expenditures for Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the development time of Greenfield Projectsincurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (DB) non-recourse any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt secured incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by Liens permitted by Section 5.02(a)(iv),a Borrower or Restricted Subsidiary;

Debt. CreateThe Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, except: (a) the Obligations arising under the Loan Documents or any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including obligations in respect of Capital Leases or Synthetic Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 9.02(b) shall not exceed, at the time of the incurrence thereof 2% of Consolidated Net Tangible Assets at any time outstanding; (c) Debt consisting of obligations under performance bonds, bid bonds, appeal bonds and sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party (i) in connection with the case operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, or (ii) otherwise in the ordinary course of business; (d) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of the Borrower,Guarantors and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (Ae) endorsements of negotiable instruments for collection in the ordinary course of business; (f) Indebtedness owed to insurance companies for premiums on policies required by the Loan Documents. (g) Debt owed to a Wholly Owned Restricted Subsidiary (i) consisting of the Borrower, (B) other unsecured Debt liabilities incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties under workers’ compensation claims required by Governmental Authority or by third parties in the ordinary course of business, and (ii) in respect of health, disability or other contingent obligations employee benefits or property, casualty or liability insurance, in each case of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that foregoing clauses (1i) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04and (ii), calculated based on the financial statements most recently delivered to the Lender Parties (A) pursuant to Section 5.03 and as though customary reimbursement or indemnification obligations to such Debt had been incurred at the beginning of the four-quarter period covered therebyPerson, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2B) such unsecured which Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt is incurred in the ordinary course of business business; (includingA) the Existing Permitted Additional Debt existing on the Effective Date and (B) other unsecured senior notes or unsecured senior subordinated notes of the Borrower, and any guarantees thereof in an aggregate principal amount for the avoidance foregoing clause (A) and (B) not to exceed $700,000,000 at any time outstanding; provided that (i) immediately after giving effect to the incurrence of doubtany such Debt and the use of proceeds thereof, on a pro forma basis, the Leverage Ratio shall not exceed 2.50 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Debt outstanding on such date and (B) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); provided that this Section 9.02(h)(i) shall not apply to the incurrence of any long-term Debt that constitutes a refinancing of other Debt incurred pursuant to this Section 9.02(h) to the extent that the aggregate principal amount of such refinancing Debt does not exceed the sum of (x) the original principal amount of the refinanced Debt and (y) an amount necessary to pay any fees and expenses, including make-whole payments and premiums, related to such refinancing); (ii) both before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Default or Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not have any scheduled principal amortization; (iv) such Debt does not have a scheduled maturity date or a date of mandatory Redemption in connection with a note offeringfull sooner than the date which is 91 days after the Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than Guaranties (A) customary change of control tender offer provisions and (B) customary asset sale tender offer provisions; provided that the terms of such Debt do not restrict the payment of any Borrowing Base Deficiency); (vi) no Loan Party or other contingent obligations Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to this Agreement or the Guaranty Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not more restrictive, taken as a whole, on the Borrower Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any Debt applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other obligation economic terms), (B) are prevailing market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (C) do not require the maintenance or achievement of any Unrestricted Subsidiaryfinancial performance standards or ratios other than as a condition to taking specified actions; provided that (1viii) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (ix) the Borrower shall have complied with Section 8.01(m); and (x) the Borrowing Base shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered reduced to the Lender Parties pursuant to extent required by Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents2.07(f); (iii) in the case of any Restricted Subsidiary of the Borrower, other unsecured Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt not otherwise permitted under the Loan Documents, (B) preceding provisions of this Section 9.02; provided that the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),aggregate principal amount thereof shall not exceed $15,000,000 at any time;

Debt. CreateNo Loan Party will, incurnor will it permit its Subsidiaries to, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, exist any Debt, Debt except: (ia) in the case Debt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) current liabilities of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt Loan Parties or their respective Subsidiaries incurred in the ordinary course of business aggregating not more than $50,000,000 that is extended in connection with the normal purchases of goods and services; (d) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at any the time outstanding other than Guaranties or other contingent obligations such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with respect to any its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or other obligation of any Unrestricted Subsidiaryrefunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (e) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (f) Debt pursuant to the AVC Lease, unless the Borrower has elected in writing to include (x) Debt in respect of the AVC Lease for purposes of calculating (1) Consolidated Debt and (2) the amount of Debt permitted under Section 7.09(i) and (y) Liens in respect of the AVC Lease, if any, for purposes of calculating the amount of Liens permitted under Section 7.01(u); (g) all obligations of such Person arising under letters of credit (including standby and commercial); and (i) prior to the Borrower obtaining either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, (A) Debt of a Loan Party owing to another Loan Party or (B) unsecured Debt owing from a Loan Party to an Affiliate that is not a Loan Party, provided that, in the case of Debt owed by a Loan Party pursuant to this clause (B), such Debt is subordinated to the Obligations on (1) the subordination terms set forth on Schedule 7.09(h) hereto or (2) such other subordination terms that may be reasonably acceptable to the Administrative Agent; and (ii) after the Borrower obtains either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt; provided that, in the case of clauses (i)(B) and (ii), (I) for the avoidance of doubt, the amount of such Debt shall be included in the calculation of “Consolidated Debt” for purposes of calculating the Consolidated Leverage Ratio and (II) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered Consolidated Leverage Ratio after giving effect to the Lender Parties pursuant incurrence of such Debt. (i) other Debt in an aggregate outstanding principal amount that, when added to Section 5.03 and as though such the aggregate outstanding principal amount of all Debt had been incurred outstanding under this clause (i) does not exceed 15% of Consolidated Net Tangible Assets at the beginning time of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),incurrence thereof.

Debt. Create, incur, assume or The Borrower shall not (and shall not suffer to exist, or permit any of its Restricted Domestic Subsidiaries to to) create, incur, assume or suffer permit to exist, exist any Debt, except: (ia) the Obligations; (b) Deferred Taxes; (c) purchase money Debt secured by purchase money Liens and Capital Leases permitted under clause (d) or (e) of Section 6.7 (and refinancings of such purchase money Debt permitted by such clause (d)); (d) Debt incurred by SFC under the Receivables Funding Documents and the Ancillary Services and Lease Agreement; (e) Debt which constitutes Guaranteed Debt permitted under Section 6.6; (f) any other Debt owing by the Borrower or any Domestic Subsidiary in an aggregate principal amount not to exceed $50,000,000, provided, that (a) the case Borrower supply to the Agent confirmation, in form and substance acceptable to the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to any of the Borrower, ’s assets in which a Lien has been granted pursuant to the Collateral Documents (Acollectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt owed is to obtain a Wholly Owned Restricted Subsidiary Lien upon any of the Borrower,’s Real Property, such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in form and substance to the Agent; (Bg) other unsecured Debt incurred which constitutes intercompany Debt permitted under Section 6.2; (h) hedging obligations under swaps, caps and collar arrangements arranged by a Lender entered into for the sole purposes of hedging in the ordinary course of business aggregating and consistent with industry practices (and not more than $50,000,000 at for speculative purposes); (i) other Debt set forth in Schedule 3.11 (or refinancing or refunding thereof), but not any time outstanding other than Guaranties or other contingent obligations refinancing that results in such Debt (I) having an aggregate principal amount in excess of the Borrower with respect to any Debt that was refinanced or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliancerefunded, (2) such unsecured maturing sooner than the Debt ranks junior to being refinanced or pari passu with the Facilitiesrefunded, (3) ranking at the time of such unsecured refinancing or refunding senior to the Debt maturesbeing refinanced or refunded, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants containing terms (including, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (iiremedies) in the case of any Restricted Subsidiary of the Borrower, Debt owed materially less favorable to the Borrower or to a Wholly Owned Restricted Subsidiary of the BorrowerLenders than those applicable to the Debt being refinanced or refunded; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (Aj) Debt under the Loan Documents, (B) the Surviving Debt set forth which constitutes a Lien on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),Investment Property or General Intangibles that represent capital stock or other equity interests in Foreign Subsidiaries.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to Not create, incur, assume or suffer to exist, exist any Debt, except: (i) Obligations under this Agreement and the other Loan Documents; (ii) Debt secured by Liens permitted by Section 11.2(iv), and extensions, renewals and refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,500,000; (iii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to Agent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (iv) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the case normal course of its business for bona fide hedging purposes and not for speculation; 82 (v) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (vi) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower,initial Loans hereunder); (Avii) Debt owed Contingent Liabilities arising with respect to a Wholly Owned Restricted Subsidiary customary indemnification obligations in favor of the Borrower,purchasers in connection with dispositions permitted under Section 11.5; (Bviii) other unsecured Debt incurred in the ordinary course of business aggregating under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (ix) endorsements of instruments or other payment items for deposit; (x) unsecured Debt of Goldline in the form of loans made by Borrower to Goldline in an aggregate principal amount outstanding at any time not to exceed $2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $200,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $200,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess; (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that the aggregate principal amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $50,000,000 1,000,000 incurred for the purpose of acquiring equipment; (xiv) [Reserved.] (xv) [Reserved.] (xvi) Debt which may arise under the SCMI Ownership Based Financing in respect of the applicable repurchase obligations; (xvii) Debt of Excluded Subsidiaries which is non-recourse to the Loan Parties in an aggregate amount not in excess of $500,000 at any time outstanding other than Guaranties or other contingent obligations outstanding; (xviii) Debt of Borrower owed to ▇▇▇▇▇▇▇ Leasing Corporation in an aggregate principal amount not to exceed $500,000 incurred for the Borrower with respect to any Debt or other obligation purpose of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred leasing equipment used at the beginning of the fourA-quarter period covered therebyM Global Logistics Las Vegas, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance Nevada facility; and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and83 (Cxix) other unsecured Debt incurred Debt, in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered addition to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred listed above, in an aggregate outstanding amount not at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 5.02(a)(iv),time exceeding $1,000,000.