Common use of Debt Clause in Contracts

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligations;other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) intercompany Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase 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, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to and (3) representing customer deposits and advance payments received in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment business from customers for goods purchased in the ordinary course 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any timebusiness; (e) Hedging Arrangements Debt with respect to the extent not prohibited under Section 6.15; (f) cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, unless contested performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in good faith by appropriate proceedings and adequate reserves for such items have been made the ordinary course of business or referred to in accordance with GAAPSection 7.2(e); (g) Debt arising from described on Schedule 7.1 as of the endorsement of instruments Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for collection further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business; (h) ), in addition to the Debt consisting of liabilities incurred listed above, in the ordinary course of business under workers’ compensation claims required by Governmental Authority;an aggregate outstanding amount not at any time exceeding $250,000; and (i) without duplication, guarantees of Subordinated Debt otherwise permitted under entered into in accordance with this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeAgreement.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the Obligations;aggregate $10,000,000 at any time outstanding, (bB) intercompany (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed by and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any other Credit Party; provided that such Debt is subordinated to of the Obligations and is also permitted under covenants contained in Section 6.35.04; (cv) in the case of the Parent Guarantor and the Borrower, Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 PropertiesCustomary Carve-Out Agreements; (dvi) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) recourse secured Debt, provided that such Debt consisting of liabilities incurred (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the ordinary course aggregate at any time outstanding 10% of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueTotal Asset Value; and (nviii) unsecured Debt the incurrence of which would not otherwise permitted result in a Default under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.04.

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the ObligationsBanks pursuant to the Loan Documents; (b) intercompany Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to pluggingsurety and appeal bonds, facility removal performance and abandonment of its Oil return-of-money bonds, and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount other similar obligations not to exceed $5,000,000 exceeding at any time; time outstanding One Million Dollars (e$1,000,000) Hedging Arrangements to the extent not prohibited under Section 6.15in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the form of accounts payable to trade creditors for goods or services and current operating liabilities Agent's sole discretion; (other than for borrowed moneyg) which in each case is not more than 90 days past dueGuarantees, in each case incurred in the ordinary course of business, unless contested of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in good faith the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by appropriate proceedings the Borrower and adequate reserves for such items have been the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made in accordance with GAAPto Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (gh) Debt contingent obligations arising from under indemnity agreements to title insurers to cause such title insurers to issue to the endorsement of instruments for collection Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority;; and (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred addition to that specifically described in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as clauses (a) the amount of such payment is not determinable by the parties to the purchase or through (bh) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, 10.1 which in the aggregate principal amount thereof shall does not exceed One Million Dollars ($5,000,000 1,000,000) at any timetime outstanding.

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

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than than: (i) Prepetition Debt outstanding on the following Petition Date and set forth in Schedule 4.01(r) (collectivelyincluding, without limitation, the “Permitted Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt”): (a) the Obligations; (bii) intercompany Debt under the Loan Documents; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (iv) (A) Debt owed by any Credit Loan Party to any other Credit Loan Party; , (B) Debt owed to any non-Debtor Subsidiary by any Loan Party and (C) Debt owed by any non-Debtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Investment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, (x) to the extent that the Administrative Agent requires that an intercompany loan is evidenced by a promissory note, such Debt is subordinated promissory note shall be in form and substance satisfactory to the Administrative Agent, (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall be subject to subordination provisions in form and substance satisfactory to the Administrative Agent to be contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and is also permitted the other Loan Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under Section 6.3the Collateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (cv) Debt consisting of sureties or bonds secured by Liens permitted by Section 5.02(a)(iv) and similar obligations provided Capitalized Leases arising after the Closing Date not 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 Debt or Capital Leases in exceed an aggregate principal amount not equal to exceed $5,000,000 2,500,000 at any timetime outstanding; (evi) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) Debt consisting of liabilities incurred guaranty Obligations in the ordinary course of business under workers’ compensation claims required by Governmental Authorityof the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jviii) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensionsrespect of any bankers’ acceptance, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses letter of credit, warehouse receipt or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, similar facilities entered into in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted under in Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) 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 is 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; (gd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (hg) Debt consisting arising from the financing of liabilities incurred in the ordinary course insurance premiums of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business Party in an aggregate amount not to exceed $1,000,000750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (lh) unsecured Debt consisting of under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the financing of insurance premiums or scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) customary take-or-pay obligations contained in supply agreementsthe holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case, 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 $500,000 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) unsecured guarantees of Debt consisting 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 price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends of Sand Reserves; (o) Debt existing on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed date hereof and determined by the parties to such purchase, such amount is paid when dueset forth on Schedule 6.1; and (np) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 500,000 at any time.

Debt. No Credit Party shallNot, nor shall it and not suffer or permit any of its Subsidiaries Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except for the following (collectively, Debt of the “Permitted Debt”):Borrower and/or Loan Party Subsidiaries: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt in respect of Capital Leases and purchase money Debt, in each case incurred in for the ordinary course purpose of business owed by financing all or any Credit Party to any other Credit Partypart of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $100,000; (c) Debt consisting of sureties or bonds and similar obligations provided the Borrower to any Governmental Authority Loan Party that is a Wholly-Owned Subsidiary of the Borrower or other Person 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 assuring payment of contingent liabilities of 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 Credit Party in connection with manner satisfactory to the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent; (d) Purchase Money Debt or Capital Leases described in an aggregate principal amount not to exceed $5,000,000 at Section 7.1 of the Disclosure Letter as of the Closing Date, and any timePermitted Refinancing thereof; (e) Hedging Arrangements Contingent Obligations arising with respect to the extent not prohibited customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 6.157.4; (f) Debt in arising from the form honoring by a bank or other financial institution of accounts payable to trade creditors for goods a check, draft or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred similar instrument drawn against insufficient funds in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for provided that such items have been made in accordance with GAAPDebt is extinguished within two (2) Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt arising from incurred in connection with the endorsement financing of instruments for collection insurance premiums in the ordinary course of business; (h) guaranties by the Borrower of the Debt consisting of liabilities incurred 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 the ordinary course of business each case so long as such Debt is otherwise permitted under workers’ compensation claims required by Governmental AuthoritySection 7.1(a) or (b); (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1a Permitted AR Facility; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) consisting of such Debt as of the date of such extension or refinancingHedging Obligations; (k) unsecured Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of Borrower or any Subsidiary (i) that is convertible into Stock or Stock Equivalents and is validly subordinated by its terms to the financing payment of insurance premiums the Obligations on terms which shall provide that no payments of principal or interest may be made on such Debt prior to the Prepayment Date, (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled that is validly subordinated by its terms to the extent such payment is determined by a closing of the Obligations on terms reasonably satisfactory to the Agent or (iii) in respect of earn-out, purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1similar obligations; provided that, that the aggregate principal amount thereof of all such Debt under this clauses (ii) and (iii) at any time outstanding shall not exceed $5,000,000 at any time10,000,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (bi) intercompany Debt incurred in the ordinary course of business owed by Senior Notes and the Senior Notes Guarantees and any Credit Party to any other Credit PartyPermitted Refinancing thereof; provided that the aggregate principal amount of all such Debt is subordinated at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Obligations Closing Date and is also permitted under Section 6.3described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt consisting of sureties the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or bonds and similar obligations (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party that, in connection with the operation of its Oil and Gas Propertiesall cases under this clause (c), including all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to plugging, facility removal the term and abandonment of its Oil and Gas Propertiespurpose thereof); (d) Purchase Money Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or Capital Leases in any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an aggregate principal amount not Intercompany Note and pledged by such Loan Party as Collateral pursuant to exceed $5,000,000 at any timethe Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Hedging Arrangements to Debt incurred after the extent not prohibited Closing Date and secured by Liens expressly permitted under Section 6.157.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt in at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the form principal amount of accounts payable to trade creditors for goods all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or services 7.5% of the Consolidated Tangible Assets of the Borrower and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPits Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt arising from not to exceed $100,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of which financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the Leverage Ratio shall not exceed the ratio specified in Section 7.16(a) for such last day (it being understood that if such last day is prior to December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on comprised of indemnities given by the Closing Date Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and set forth assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in Schedule 6.1 including extensions, replacements accordance with this Agreement and refinancings thereof which do not increase covering liabilities incurred by the principal amount (excluding any expenses Borrower or premium incurred its applicable Subsidiary in connection with any such extension, replacement or refinancing) respect of such Debt as of 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 extension sale, lease, transfer or refinancingother disposition; (k) Debt representing deferred compensation to employees comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Credit Parties Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the ordinary course related sale, lease, transfer or other disposition; (i) secured and unsecured Debt of business Non-Guarantor Subsidiaries in an aggregate amount not to exceed $1,000,000300,000,000 at any time outstanding and (ii) secured and unsecured Debt of Foreign Subsidiaries in an aggregate amount not to exceed $150,000,000 at any time outstanding; (lm) Debt consisting comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (in) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, Debt under Cash Management Agreements and similar arrangements in each case, case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (mo) unsecured Debt consisting in connection with Permitted Receivables Financings; (p) Debt of any purchase price adjustments Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to which Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a seller may become entitled to the extent such payment Non-Guarantor Subsidiary or (ii) Debt that is determined secured by a closing purchase price adjustment or such payment depends Lien on the positive performance assets of the Credit Parties after the closing Borrower or any of such purchase so long as (a) the amount of such payment is its Subsidiaries does not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueexceed $200,000,000 at any time outstanding; and (nq) unsecured Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not otherwise permitted result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the preceding provisions importation of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timegoods.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toDebtor will incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations; (b) intercompany Debt accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; which are not greater than ninety (c90) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course date of business, unless invoice or delinquent or which are being contested in good faith by appropriate proceedings action and for which adequate reserves for such items have been made maintained in accordance with GAAP; (gc) unsecured intercompany Debt arising from between Debtors to the endorsement extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Debtor, and, provided further, that any such Debt owed by a Debtor shall be subordinated to the Obligations on terms satisfactory to the Agent, including as set forth in the Loan Guarantee; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (he) Debt consisting debt of liabilities incurred in the ordinary course of business Debtors under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on Capital Leases entered into prior to the Closing Petition Date and set forth in on Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing9.02(e) of such Debt as of the date of such extension or refinancinghereto; (kf) to the extent set forth on Schedule 9.02(f), Debt representing deferred compensation to employees of the Credit Parties incurred Debtors in existence on the ordinary course Petition Date in respect of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting performance, bid, surety or similar bonds or surety obligations for the account of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsDebtors, in each case, to the extent required by any Governmental Requirements applicable to the Debtors and otherwise in connection with the operation of the Oil and Gas Properties of the Debtors, together with all replacements, extensions and renewals thereof made in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (ai) the amount of such payment is not determinable by Existing Senior Indentures, (ii) the parties to Existing Second Lien Loan Documents and (iii) the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueExisting Obligations; and (nh) unsecured Debt not otherwise permitted under for borrowed money outstanding on the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timePetition Date and set forth on Schedule 9.02(e) hereto.

Debt. No Credit Party shall, nor shall it permit any None of its the Obligors or their Subsidiaries to(other than Unrestricted Entities) and none of the Partnerships will incur, create, assumeassume or permit to exist any Debt, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business owed which, if greater than 90 days past the invoice or billing date, are being contested in good faith by any Credit Party to any other Credit Party; provided that such appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt is subordinated to the Obligations and is also under leases permitted under Section 6.39.08; (ce) Debt consisting of sureties associated with bonds or bonds and similar surety obligations provided pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Requirements in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its any Obligor’s Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in of the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPObligors under Hedging Agreements permitted under Section 9.02; (g) Debt arising from the endorsement of instruments for collection to AAI not to exceed $15,000,000 in the ordinary course of businessaggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, that, (i) any such Intercompany Debt consisting shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of liabilities incurred $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the ordinary course possession of business under workers’ compensation claims required by Governmental Authority;the Administrative Agent; and (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; Borrower and its Subsidiaries not otherwise described under subparagraphs (ka) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount through (h) above not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, 5,000,000 in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeaggregate.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) (y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any manner become liableExcluded Subsidiary, directly, indirectly, or contingently Debt owed to any other Excluded Subsidiary; (ii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt under the Obligations;Loan Documents, (bB) intercompany Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $7,500,000 at any time outstanding, (C) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (F) Unsecured Debt incurred in the ordinary course of business owed by for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any Credit Party to one time outstanding, and (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3provision of this Agreement; (ciii) In the case of the Parent Guarantor or any of its Subsidiaries: (A) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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;under Customary Carve-Out Agreements, (dB) Purchase Money the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or Capital Leases refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an aggregate principal amount not to exceed $5,000,000 at in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any timerecourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04; (eiv) Hedging Arrangements to in the extent not prohibited case of the Parent Guarantor, Debt under Section 6.15;the Loan Documents; and (fv) Debt in the form endorsement of accounts payable to trade creditors negotiable instruments for goods deposit or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligations;case of the Borrower, (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fA) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (B) Debt owed to a Loan Party; and (C) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, unless contested (2) the Borrower shall be in good faith pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by appropriate proceedings the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and adequate reserves for (6) such items have been made Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with GAAPthe terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (gE) So long as no Default has occurred and is continuing, other unsecured Debt arising from of the endorsement Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt set forth on Schedule 5.02(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hI) Debt consisting in respect of liabilities incurred in the ordinary course letters of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business credit in an aggregate amount not to exceed $1,000,00010,000,000 at any time outstanding; (lJ) Debt consisting in respect of (i) indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businessLoan Parties and their respective Subsidiaries; (mK) unsecured Debt consisting Obligations in respect of any purchase price adjustments to which a seller may become entitled the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such payment is determined by a closing purchase price adjustment or such payment depends plan are on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueBorrower’s balance sheet; and (nL) unsecured Guarantee obligations of the Guarantors in respect of Debt not otherwise of the Borrower permitted under the preceding provisions of this pursuant to Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.02(b)(i)(C).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that that, if applicable, such Debt is subordinated to the Obligations and as an investment is also permitted under in Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duewhich, in each case case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPGAAP regardless of whether such reserves are required thereunder; (gd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (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; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (mg) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 500,000 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 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 any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business obligations in an aggregate amount not to exceed $100,000.

Debt. No Credit Party shallParent and the Borrower will not, nor shall it and will not permit any of its Subsidiaries Consolidated Subsidiary to, create, assume, incur, suffer assume or permit to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt created under the ObligationsLoan Documents; (bii) intercompany Debt incurred in respect of the ordinary course Senior Notes, the New Senior Notes (Issued 2010) and the New Senior Notes (Issued 2011) in an aggregate principal amount of business owed by all such Debt not exceeding $440,000,000 at any Credit Party to any other Credit Partytime outstanding; provided that such Debt is subordinated the net cash proceeds of the New Senior Notes (Issued 2010) shall be applied to redeem the Senior Notes until redeemed in full (it being understood that to the Obligations extent New Senior Notes (Issued 2010) are issued prior to the date that the Senior Notes may be redeemed pursuant to their terms and is also any redemption notice delivered with respect thereto, the Senior Notes may remain outstanding until the first date that they are permitted under Section 6.3to be so redeemed); (ciii) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with under 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 Debt or Capital Leases Term Loan Documents in an aggregate principal amount not to exceed (a) $5,000,000 at any time135,000,000 in respect of term loans and (b) €40,000,000 in respect of the Revolving Facility (as defined in the Term Loan/Euro RCF Agreement); (iv) (a) Debt among the Loan Parties, (b) subject to Section 11.5, Debt owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Debt among the Foreign Consolidated Subsidiaries (other than Loan Parties), (d) Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties and (e) Hedging Arrangements the LuxFinCo-U.S. Holdings Note, provided in the case of Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the extent Loan Parties incurred after the Closing Date, the aggregate principal amount of such Debt outstanding shall not prohibited exceed $25,000,000 at any one time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Consolidated Subsidiaries of the Borrower as permitted under Section 6.1511.5(b); provided further (i) all such Debt shall be evidenced by promissory notes and, except with respect to any Debt owing to any Foreign Consolidated Subsidiary, all such notes shall, subject to the Intercreditor Agreement, be subject to the Security Interest of the Agent, and (ii) except with respect to any intercompany Debt among Foreign Consolidated Subsidiaries (other than Loan Parties), all such Debt shall be unsecured and subordinated in right of payment to the payment in full of the Debt pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Agent; (fv) Guarantees by the Borrower of Debt of any Consolidated Subsidiary of the Borrower and by any Consolidated Subsidiary of Debt of the Borrower or any other Consolidated Subsidiary of the Borrower, provided that Guarantees by the Borrower or any Subsidiary Loan Party of the Borrower of Debt of any Consolidated Subsidiary that is not a Loan Party shall be subject to Section 11.5; (vi) Debt in respect of Hedging Agreements; (vii) Debt incurred by the form Borrower or any Consolidated Subsidiary of accounts payable the Borrower constituting reimbursement obligations with respect to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred letters of credit issued in the ordinary course of business, unless contested including letters of credit in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPrespect of workers’ compensation claims or self-insurance; (gviii) Debt outstanding on the date hereof and listed on Annex VI and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (ix) Debt of a Consolidated Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed by the Parent or any Wholly-Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Debt), so long as (A) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Debt of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Debt shall not exceed $20,000,000 at any one time outstanding and (C) in the case of such Debt of the Permitted Acquisition of the target referred to as “Drumet”, the aggregate principal amount of such Debt shall not exceed $107,000,000 Polish zlotys at any one time outstanding; (x) Debt arising from the endorsement honoring by a bank or other financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five (5) Business Days of its incurrence; (xi) without duplication, Debt permitted as Investments pursuant to Section 11.5; (xii) Debt with respect to workmen’s compensation claims, self-insurance, performance bonds, surety bonds, appeal bonds or other similar bonds required in the ordinary course of business that do not result in a Default or an Event of Default; (xiii) Debt of the Borrower or any Consolidated Subsidiary of the Borrower consisting of take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (hxiv) additional Debt (whether or not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed $25,000,000 for all such Debt at any time outstanding; (xv) Debt, if any, arising from agreements of the Borrower and the Consolidated Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Consolidated Subsidiary otherwise permitted under this Agreement; (xvi) Debt, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (a) Debt of any Acquired Loan Party or any Foreign Consolidated Subsidiary of the Borrower (whether or not secured), consisting of liabilities local lines of credit incurred in the ordinary course of business of such Acquired Loan Party or Foreign Consolidated Subsidiary of the Borrower and not guaranteed by Parent, the Borrower or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, refundings, renewals, extensions or replacements thereof; provided that the aggregate principal amount of all such Debt under workers’ compensation claims required by Governmental Authoritythis clause (b) shall not exceed the United States dollar equivalent of $10,000,000 at any time outstanding; (ixviii) without duplication, guarantees of Debt otherwise permitted under this Section 6.1The Luxembourg Equity Arrangements to the extent constituting Debt; (jxix) Permitted Additional Indebtedness in an aggregate principal amount of all such Debt existing on not exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the Closing Date and set forth in Schedule 6.1 including extensionsmaturity of, replacements and refinancings thereof which do not increase or increasing the principal amount thereof (excluding any expenses or premium incurred except to the extent of fees, premiums and interest on such Debt and payable in connection with any such extensionrefinancings, replacement refundings, renewals, extensions or refinancing) of such Debt as of the date of such extension or refinancingreplacements thereof)); (kxx) Debt representing deferred compensation to employees incurred by the Parent or any of the Credit Parties incurred in the ordinary course its Consolidated Subsidiaries arising from agreements providing for indemnification, adjustment of business in an aggregate amount not to exceed $1,000,000; purchase price or similar obligations (l) including, Debt consisting of (i) the financing deferred purchase price of insurance premiums property acquired in a Permitted Acquisition), or (ii) customary take-or-pay obligations contained in supply from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Parent or any such Consolidated Subsidiary pursuant to such agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueconnection with Permitted Acquisitions; and (nxxi) unsecured Debt not otherwise permitted under Refinancing Indebtedness to the preceding provisions extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans (as defined in the Term Loan/Euro RCF Agreement) being so refinanced in full in accordance with of the Term Loan/Euro RCF Agreement on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 11.12 as of the last day of the most recently ended fiscal quarter after giving effect to the incurrence of such Debt, (B) before and after giving effect to the incurrence of any Refinancing Indebtedness, each of the conditions set forth in Section 4.03 of the Term Loan/Euro RCF Agreement shall be satisfied, and (C) the Borrower shall deliver to Agent at least five Business Days prior to the incurrence of such Refinancing Indebtedness (i) a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with clauses (A) and (B) of this Section 6.1; clause (provided thatthat such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless Agent provides notice to the Borrower of its objection during such five Business Day period) and (ii) in the case of Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Agent. In the event that any item of Debt meets more than one of the categories set forth above, the aggregate principal Borrower in its sole discretion may classify such item of Debt and only be required to include the amount thereof shall not exceed $5,000,000 and type of such Debt in one or more of such clauses, at any timeits election.

Debt. No Credit Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries toeither directly or indirectly, create, assume, incur, suffer to existincur or have outstanding any Debt (including purchase money indebtedness), or in any manner become liable, directlywhether as endorser, indirectlyguarantor, surety or contingently in respect ofotherwise, for any Debt debt or obligation of any other than the following (collectivelyPerson, the “Permitted Debt”):except: (a) the ObligationsObligations under this Agreement and the other Loan Documents; (b) intercompany Debt incurred in obligations of the ordinary course of business owed by any Credit Party to any Borrower for Taxes, assessments, municipal or other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3governmental charges; (c) Debt consisting obligations of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas PropertiesBorrower for accounts payable, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duemoney borrowed, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (d) Debt of the Borrower to any domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate, or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate; provided that such Debt shall be evidenced by a note in form and substance reasonably satisfactory to the Bank and pledged and delivered to the Bank pursuant to the Loan Documents as additional collateral security for the Obligations, and the obligations under such note shall be Subordinated Debt; (e) Hedging Obligations incurred in favor of the Bank, an Affiliate thereof or a Person for bona fide hedging purposes and not for speculation; (f) Capitalized Lease Obligations, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (g) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during the term of this Agreement; (h) Debt consisting of liabilities incurred in described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the ordinary course of business under workers’ compensation claims required by Governmental Authorityprincipal amount thereof is not increased; (i) without duplicationother unsecured subordinated Debt, guarantees of in addition to the Debt otherwise permitted under this Section 6.1;listed above, in an aggregate amount outstanding at any time not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). (j) any 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled Borrower to the extent such payment is determined by a closing purchase price adjustment Guarantor or such payment depends on the positive performance of the Credit Parties after the closing of such purchase US BioEnergy Corporation so long as such Debt is subordinate to this Loan, is unsecured and not in excess of Two Million and 00/100 Dollars (a$2,000,000) the amount of such payment and is not determinable by the parties subject to the purchase or (b) once execution and delivery of a subordination agreement signed by Guarantor and/or U.S. Bio Energy Corporation in a mutually agreeable form similar to the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeagreement attached as Schedule 9.1(j).

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligationscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; (bii) intercompany Debt incurred in the ordinary course case of business any Subsidiary of BMCA, Debt owed by any Credit Party to any other Credit Party; BMCA or to a wholly owned Subsidiary of BMCA, provided that that, in each case, such Debt is subordinated to the Obligations and is also (w) shall be permitted under Section 6.3;5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (ciii) in the case of BMCA and its Subsidiaries, (A) Debt consisting under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and the Elk Letters of sureties or bonds Credit, (B) So long as (1) no Default has occurred and similar obligations provided is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party such incurrence, BMCA shall be in connection pro forma compliance with the operation provisions of its Oil Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and Gas Propertiesthe Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), including with (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to plugging, facility removal and abandonment this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not to exceed $5,000,000 at any time;200,000,000 in the aggregate during the term of this Agreement, (eC) Hedging Arrangements So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the extent Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not prohibited under applied for such refinancing shall be applied as provided in Section 6.15;2.05, (fD) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred 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, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in the form favor of accounts payable to trade creditors for goods government agencies in connection with workers’ compensation liabilities, taxes, assessments or services and current operating liabilities (other than for borrowed money) which in each case obligations, provided, however, that such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith , (H) Debt of any entity acquired by appropriate proceedings and adequate reserves for such items have been made BMCA or its Subsidiaries in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase terms hereof so long as (ai) 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 amount time of such payment is not determinable by 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 parties provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the purchase or Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (b) once in respect of any Liens securing such Debt, which Liens shall be ranked junior to the amount Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such payment has been finally fixed Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, of any Debt permitted pursuant to clauses (B), (C) and determined by (E) above) greater than the parties to such purchaseAmortization Basket, such amount is paid when due; and (nK) unsecured Debt not otherwise permitted under At any time prior to the preceding provisions thirtieth Business Day after the date of this Section 6.1; provided thatthe Merger, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeElk Private Notes.

Debt. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations, and (ii) the Banking Services Obligations subject to the limits in Section 6.1(i) below; (b) Debt 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 the last sentence of this Section 6.1. (c) intercompany Debt incurred in the ordinary course of business owed by any US Credit Party (including, for the avoidance of doubt, any Restricted Domestic Subsidiary of a Foreign Subsidiary) owing to any other US Credit Party; provided that 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 is also permitted under Section 6.3documentation acceptable to US Administrative Agent; (ce) intercompany Debt consisting of sureties or bonds incurred by the Canadian Borrower and similar obligations provided owing to any Governmental Authority or other Person 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 such intercompany note and assuring payment the receivable evidenced thereby, and (iii) the aggregate outstanding amount of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect all Debt pursuant to plugging, facility removal and abandonment of its Oil and Gas Propertiesthis clause (e) does not exceed $10,000,000; (df) Purchase Money Debt 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 $5,000,000 50,000,000 at any time; (eg) Hedging Arrangements to the extent not prohibited permitted under Section 6.156.14; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gh) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (hi) Debt consisting incurred by any Foreign Restricted Subsidiary under overdraft lines of liabilities incurred credit (other than 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 ordinary course last sentence of business this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under workers’ compensation claims required by Governmental Authority; this clause (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1shall not exceed $15,000,000 at any time; (j) unsecured Debt existing on of the Closing Date US Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the 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 such type of Debt and that are triggered upon change in control and sale of all or substantially all assets, (iii) the aggregate amount of such Debt shall not exceed $100,000,000, and (iv) the agreements and instruments governing such Debt shall not contain (A) (x) any financial maintenance covenants that are more restrictive than those in this Agreement, or (y) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in Schedule 6.1 including extensionsthis Agreement; 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 (A), replacements (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, (C) any restrictions on the 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 refinancings thereof which do restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not increase 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 (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as in excess of the date of such extension or refinancing$400,000,000; (k) any guaranty of Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000so long as such underlying Debt is otherwise permitted hereunder; (l) Debt consisting 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 financing time of insurance premiums 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) customary take-or-pay obligations contained in supply agreementsthat such Debt is not recourse to any other Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, in each case, in and (iii) the ordinary course aggregate principal amount of businessDebt at any time outstanding pursuant to this clause (l) shall not exceed $10,000,000; (m) unsecured Debt consisting arising from the financing of insurance premium of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase Restricted Entity, so long as (ai) 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 payment is not determinable by insurance for the parties to the purchase or underlying term of such insurance policy, (bii) once the any unpaid amount of such payment has been finally fixed Debt is fully cancelled upon termination of the underlying insurance policy, and determined by (iii) the parties aggregate principal amount of Debt at any time outstanding pursuant to such purchase, such amount is paid when due; andthis 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 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 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 preceding 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 thereof of Debt permitted under this clause (p) shall not exceed $5,000,000 20,000,000 at any time; and (q) 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 following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toThe Borrower will not incur, create, assume, incur, suffer or permit to exist, or in and will not permit any manner become liableSubsidiary to incur, directlycreate, indirectlyassume, or contingently in respect ofpermit to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) Debt to the ObligationsLenders and the Issuing Bank pursuant to the Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3listed on Schedule 9.1; (c) unsecured Debt consisting of sureties or bonds and similar obligations provided owed by a Guarantor to another Guarantor evidenced by a promissory note which is issued to satisfy any Governmental Authority or other Person and assuring payment of contingent liabilities applicable state regulatory requirement for the issuance of a Credit Party in connection with license for consumer loan activity, such promissory note being pledged to and held by the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent as Collateral; (d) Purchase Money Guarantee by the Borrower of real estate lease obligations of a Guarantor; (e) subordinated Debt which is fully subordinated to the Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or Capital Leases would result from such payment, the maturity date of such Debt shall be later than the later of (i) the Revolving Credit Termination Date or (ii) the Term Loan Termination Date, and other terms and conditions and pursuant to documentation, all in form and substance satisfactory to the Agent and the Required Lenders; (f) Debt consisting of CSO LCs; (g) Guarantees of the Debt permitted in clause (f) above; (h) Debt assumed by the Borrower or any Subsidiary in connection with Permitted Acquisitions in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityone time outstanding; (i) without duplication, guarantees purchase money Debt which in each case shall not exceed 100% of Debt otherwise permitted under this Section 6.1the lesser of the total purchase price and the fair market value of such acquired asset as determined at the time of acquisition; (j) Debt existing on Guarantees by the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding Borrower or any expenses Subsidiary of real estate lease obligations of an employee or premium incurred in connection with any such extension, replacement agent of Borrower or refinancing) of such Debt as of the date of such extension or refinancing;a Guarantor; and (k) Debt representing deferred compensation to employees of the Credit Parties incurred (other than Debt described in the ordinary course of business clauses (a) through and including (j) above) in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 2,000,000.00 at any timeone time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection consistent with prudent business practice 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 Debt or Capital Leases in an aggregate principal amount Agreement Value thereof not to exceed $5,000,000 2,000,000 at any timetime outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (eii) Hedging Arrangements in the case of any Restricted Subsidiary of the Borrower, Debt owed to the extent not prohibited Borrower or to a Restricted Subsidiary of the Borrower, provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under Section 6.15;the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (fiii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the form terms of accounts payable any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to trade creditors for goods such extension, refunding or services refinancing, and current operating liabilities the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in respect of obligations of the Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in connection with indemnity programs for borrowed moneyemployees and or agents, provided, that such Contingent Obligations do not exceed in the aggregate at any time $5,000,000, and (4) which in each case is respect of loans and advances made to employees and/or agents pursuant to the Commission Advance Program or on account of errors and omissions insurance coverage programs, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), (3) and (4) above plus the aggregate amount of loans and advances made pursuant to subsections (ii) and (xi) of Section 5.02(f) shall not more than 90 days past due, in each case incurred exceed $6,000,000, (G) Debt under any insurance premium financing arrangement entered into 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;and (gH) other Debt arising from not otherwise prohibited by the endorsement terms of instruments for collection in the ordinary course proviso set forth at the end of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; 5.02(b) and subordinated to Debt incurred hereunder on terms and conditions reasonably satisfactory to the Administrative Agent (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled except to the extent such payment is determined otherwise permitted by a closing purchase price adjustment or such payment depends on Section 8.06); provided, however, that notwithstanding the positive performance provisions of the Credit Parties after the closing of such purchase so long as subsections (aiii)(A) through (iii)(H) above, (x) the aggregate amount of such payment all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is not determinable secured by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof Liens shall not exceed $5,000,000 2,000,000 at any timetime outstanding and (y) the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above shall not exceed $6,000,000 at any time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, issue, assume or suffer to existexist any Debt, other than: (i) Debt under the Credit Documents; (ii) Debt of any Loan Party or any Restricted Subsidiary of the Borrower owing to any other Loan Party or any other Restricted Subsidiary of the Borrower; provided, that (a) any Debt of any Loan Party owing to any non-Loan Party shall be (x) subject to the Intercompany Subordination Agreement and (y) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements and (b) Debt of any manner become liablePerson owing to API incurred in reliance on this clause (ii), directlywhen aggregated with Debt of any API Excluded Subsidiary owing to API incurred in reliance on Section 7.02(f)(iii)(x), indirectlyshall not exceed $10,000,000; (iii) (x) Debt of any API Excluded Subsidiary owing to any Loan Party or any Restricted Subsidiary of the Borrower not to exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided that, in the case of this clause (x), Debt of any API Excluded Subsidiary owing to API, when aggregated with Debt of any Person owing to API incurred in reliance on Section 7.02(f)(ii), shall not exceed $10,000,000 (y) Debt of any Loan Party or contingently any Restricted Subsidiary of the Borrower owing to any API Excluded Subsidiary; provided, that in respect ofthe case of this clause (y), any Debt of any Loan Party owing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements; and (z) Debt of any API Excluded Subsidiary owing to any other than the following API Excluded Subsidiary; (iv) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and any unused commitments or amounts in respect of any such Debt so listed (collectively, the “Permitted Existing Debt”): ), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, or (aat the election of the Borrower) incurred in substitution of, in whole or in part, the ObligationsExisting Debt; provided that the aggregate principal amount of all Existing Debt and all such Debt incurred in connection with any such extension, replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (including unused commitments and amounts in respect thereof) on the Effective Date (it being understood that any Debt incurred in substitution of any Existing Debt need not be incurred concurrently with, but shall be conditioned upon, the repayment and termination of such Existing Debt and may be incurred by a different obligor than the original Existing Debt if such obligor is not a Loan Party); (bv) intercompany Guarantees (x) by API of Debt incurred of Foreign Subsidiaries that are Restricted Subsidiaries and (y) by any Restricted Subsidiary of API of Debt of API or any other Restricted Subsidiary of API permitted pursuant to this Section 7.02(f); provided that Guarantees by any Loan Party or any Restricted Subsidiary of the Borrower of Debt of any API Excluded Subsidiary shall not exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Debt of other Loan Parties permitted under Section 7.02(f)(xviii); (vi) Cash Management Obligations and Debt in respect cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business owed by (and any Credit Party to any other Credit PartyGuarantees thereof); provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount of all such Debt owing by API Excluded Subsidiaries shall not to exceed $5,000,000 in the aggregate at any time; time outstanding $30,000,000 and (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fy) Debt in arising from the form honoring by a bank or other financial institution of accounts payable to trade creditors for goods a check, draft or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred similar instrument drawn against insufficient funds in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for so long as such items have been made in accordance with GAAPDebt is extinguished within 10 Business Days of incurrence; (gvii) Debt arising from the endorsement representing deferred compensation or similar obligations to employees of instruments for collection incurred in the ordinary course of business; (hviii) Debt consisting in respect of liabilities incurred (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with the enforcement of rights or claims of any such extension, replacement Subsidiary or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business connection with judgments that do not result in an aggregate amount not to exceed $1,000,000; (l) Debt consisting Event of (i) the financing of insurance premiums or Default and (ii) customary take-or-pay obligations contained in supply agreementsletters of credit, in each casebank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (mix) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable evidenced by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.IP Intercompany Note;

Debt. No Credit Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incur, or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of business owed by all such Debt at any Credit time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Credit Loan Party; provided , so long as (i) that such Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations and is also permitted of Borrowers under Section 6.3this Agreement) in a manner reasonably satisfactory to Administrative Agent; (civ) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party arising 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection deposit in the ordinary course of business; (hv) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of liabilities commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authoritybusiness; (ixi) without duplication, guarantees so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt otherwise permitted in an aggregate principal amount outstanding under this Section 6.1clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (jxii) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensionsowed to any person or entity providing property, replacements and refinancings thereof which do not increase the principal amount (excluding casualty or liability insurance to any expenses Borrower or premium incurred any Subsidiary of any Borrower in connection with any such extension, replacement or refinancing) the financing of such Debt as financing premiums in the ordinary course of business to the date of such extension or refinancingextent not due and payable; (kxiii) unsecured Debt representing deferred compensation of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees of the Credit Parties incurred for business related expenses in the ordinary course of business in an aggregate amount not to exceed $1,000,000375,000 at any time outstanding; (lxiv) [Reserved]; (xv) Debt consisting in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (ix) such Debt exists at the financing time such entity becomes such a Subsidiary and is not created in contemplation of insurance premiums or in connection with such entity becoming such a Subsidiary, (iiy) customary take-or-pay obligations contained such Debt is not guaranteed in supply agreementsany respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in each casean aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of businessbusiness of the Borrowers and their Subsidiaries; (mxvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt consisting arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any purchase price adjustments Borrower or any Subsidiary of any Borrower pursuant to which a seller may become entitled such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent such payment is determined subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by a closing purchase price adjustment or such payment depends on the positive performance Holdings of up to 150% of the Credit Parties after EBITDA of the closing of such purchase so long as (a) target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount of such payment is not determinable by the parties to exceed $12,000,000 at any time outstanding to the purchase extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (bC) once other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of such payment has been finally fixed the Obligations reasonably acceptable to Administrative Agent and determined by subject to documentation and structure reasonably acceptable to the parties Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to such purchase, such amount is paid when dueexceed $1,408,000 at any time outstanding; and (nxxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the for herein in an aggregate principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 15,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and; (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 15,000,000 at any time; and (o) so long as no Borrowing Base Deficiency, Default or Event of Default exists or would result from the issuance therefrom, Specified Additional Debt; provided that (i) the principal amount of such Specified Additional Debt shall not exceed 150% of the effective Borrowing Base immediately prior to the time of issuance of such Specified Additional Debt, (ii) the Borrower shall have complied with Section 5.2(t), (iii) on the same day as the incurrence of such Specified Additional Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.2(h) and prepayment is made to the extent required by Section 2.5(c) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, and (iv) after giving effect to the incurrence of such 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 delivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as applicable.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt evidenced by this Agreement and the Obligationsother Loan Documents; (b) intercompany (i) Debt resulting from Capitalized Lease Obligations and (ii) Debt incurred in to finance the ordinary course acquisition, construction or improvement of business owed by any Credit Party to fixed or capital assets, and extensions, renewals and replacements of any other Credit Partysuch Debt that do not increase the outstanding principal amount thereof; provided that (x) such Debt under clause (ii) is subordinated incurred prior to or within 90 days after such acquisition or the Obligations completion of such construction or improvement and is also (y) the aggregate principal amount of such Debt permitted under Section 6.3by this clause (b) shall not exceed the greater of $550,000 and 5% of EBITDA for the most recently ended four fiscal quarter period for which financial statements have been delivered in the aggregate at any one time outstanding; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (hd) [reserved]; (e) [reserved]; (f) Debt consisting owed to any Person providing property, casualty, liability, or other insurance to Borrower or any of liabilities its Subsidiaries which Debt is incurred in the ordinary course of business, 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; (g) Debt incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityperformance, surety, statutory, and appeal bonds; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jh) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business with banks or financial institutions that arises in an aggregate amount not to exceed $1,000,000connection with cash management arrangements and related treasury services; (li) Debt consisting of (i) existing on the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, date hereof and set forth in the ordinary course of businessDisclosure Statement; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that that, if applicable, such Debt is subordinated to the Obligations and as an investment is also permitted under in Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duewhich, in each case case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPGAAP regardless of whether such reserves are required thereunder; (gd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (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; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (mg) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 500,000 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 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 any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business obligations in an aggregate amount not to exceed $100,000.

Debt. No Credit Party shall, nor shall it permit any of Said Borrower and its Subsidiaries to, create, assume, incur, suffer will not incur or at any time be liable with respect to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt except that the following shall be permitted, without duplication, (i) Debt outstanding under this Agreement and the Note, (ii) Debt secured by a Lien pursuant to Section 6.8(iii), (iii) the Debt set forth on Schedule 6.7 hereto, (iv) Debt by and between any Borrower and any other Borrower, (v) 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-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 the following as set forth in clause (collectivelyv) hereof, the “Permitted Debt”): (avii) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; 6.12, (cviii) Guarantees by any Borrower of any obligation of any other Borrower, to the extent such obligation is not a Debt of the latter which is prohibited hereunder, (ix) Debt consisting which is subordinated in priority of sureties or bonds lien (if secured) and similar obligations provided 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 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 Debt or Capital Leases Borrower in an aggregate principal amount outstanding at any time not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) 500,000 of all such Debt of all Borrowers in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeaggregate.

Debt. No Credit Each Loan Party shallshall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations (other than Hedge Obligations); (b) intercompany existing Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3described on Schedule 7.1; (c) purchase money Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount Capitalized Lease Obligations not to exceed $5,000,000 2,500,000 in the aggregate at any timetime outstanding; (i) Debt of any Loan Party owing to any other Loan Party, (ii) Debt of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (iii) Debt of any Subsidiary that is not a Guarantor owing to any Loan Party that is permitted under Section 7.5; (e) Hedging Arrangements Debt owed to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, performance, bid, surety or appeal bonds, performance and completion guarantees and similar obligations, pursuant to trade creditors for goods reimbursement or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past dueindemnification obligations to such Person, 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; (gf) Debt arising from the endorsement endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) with respect to any Debt permitted to be incurred pursuant to this Section 7.1, guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityowed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, including to finance insurance premiums, 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; (i) without duplication, guarantees of Debt otherwise Hedge Obligations existing or arising under Hedge Agreements permitted under this by Section 6.1;7.17; and (j) other 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, 2,500,000 in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timetime outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, createIncur, assume, incur, suffer to exist, guarantee or in any manner otherwise become liable, directly, indirectly, or contingently in remain directly or indirectly liable with respect ofto, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except for: (a) Debt incurred or created hereunder and under the Obligationsother Loan Documents (including Debt created under Section 2.09); (b) intercompany Debt incurred in outstanding on (or made pursuant to binding commitments existing on) the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations Effective Date as set forth on Schedule 6.01(b) and is also permitted under Section 6.3Permitted Refinancings thereof; (c) (i) Debt consisting incurred or assumed by the Company or any of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment the Restricted Subsidiaries for the purpose of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including financing (except with respect to pluggingthe equipment and fixed assets set forth on Schedule 6.01(c), facility removal within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and abandonment (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of its Oil and Gas PropertiesDebt incurred pursuant to this paragraph (c) shall not exceed $125,000,000; (d) Purchase Money intercompany Debt among the Company and its Subsidiaries; provided that (x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and delivered to the Administrative Agent as additional security for the Obligations, together with an appropriate allonge or Capital Leases note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), (r) or (t); (e) Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15150,000,000; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-take or pay obligations contained in supply agreementsarrangements, in each case, in the ordinary course of business; (mi) unsecured Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Permitted Acquisition, (y) both immediately prior and after giving effect to any Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) the Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Permitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, severance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of any obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) Debt in respect of credit card processing agreements, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts and in the ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a seller may become entitled Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) to the extent such payment Debt is determined by a closing purchase price adjustment or such payment depends on subordinated, the positive performance of the Credit Parties after the closing terms of such purchase so long Debt provide for customary payment or lien subordination, as (a) the amount of such payment is not determinable by the parties applicable, to the purchase or (b) once the amount of such payment has been finally fixed and Obligations as reasonably determined by the parties Administrative Agent in good faith; (vi) which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt is secured: (1) prior to the Fixed Asset Release Event, to the extent such purchaseDebt is secured by assets of the Company and its Subsidiaries constituting Collateral, the Lien on such Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (I) in connection with any Debt (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or (II) in connection with any Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Fixed Asset Facility; (4) prior to the Fixed Asset Release Event, such amount Debt shall not be secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is paid when duesecured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, the Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (n5) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof of all such secured Debt shall not exceed the greater of (A) $5,000,000 2,000,000,000 at any timetime outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (C) may be guaranteed on a like basis by the other Loan Parties; and (vii) such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (y) provisions related to any equity provisions of such Permitted Convertible Notes; (v) to the extent such Permitted Convertibl

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the Obligations;aggregate $10,000,000 at any time outstanding, (bB) intercompany (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed by and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to any Joint Venture) in respect of Assets other Credit Party; provided that such Debt is subordinated to than Borrowing Base Assets, the Obligations and is also permitted incurrence of which would not result in a Default under Section 6.35.04. (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (cvi) Debt consisting endorsements of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) recourse secured Debt, provided that such Debt consisting of liabilities incurred (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the ordinary course aggregate at any time outstanding 10% of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueTotal Asset Value; and (nviii) unsecured Debt the incurrence of which would not otherwise permitted result in a Default under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.04.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting Parent Guarantor or to a Subsidiary of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party the Parent Guarantor incurred 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection cash management operations in the ordinary course of business; (hii) Debt consisting of liabilities incurred in outstanding on the ordinary course of business under workers’ compensation claims required by Governmental Authoritydate hereof and identified as "Not To Be Refinanced" on Schedule 4.01(y); (iiii) without duplication, guarantees Debt owed to the Borrower or to a wholly owned Subsidiary of Debt otherwise permitted under this Section 6.1the Borrower; (jiv) Debt existing on under the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancingLoan Documents; (kv) Capitalized Leases and Debt incurred or assumed for the purpose of financing all or a part of the cost of acquiring or constructing any fixed or capital asset, not to exceed in the aggregate $50,000,000 at any time outstanding; (vi) in the case of the Parent Guarantor, Debt in respect of the Guaranteed Senior Debt, the Retained Marriott Bonds, the ▇▇▇▇▇, the indenture in respect of the ▇▇▇▇▇, as the same may be amended from time to time, and the ▇▇▇▇▇ Allocation Agreement; (vii) Debt representing deferred compensation incurred to employees of the Credit Parties incurred finance capital assets for specific clients in the ordinary course of business in connection with management contracts with such clients; (viii) Debt in respect of obligations secured by Liens permitted under Section 5.02(a)(viii); (ix) Debt in respect of Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Parent Guarantor and its Subsidiaries arising from the operations and financing of the Parent Guarantor and its Subsidiaries and not for speculative purposes; and (x) other Debt not permitted under clauses (i) through (ix) above in an aggregate principal amount outstanding at any time not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time15,000,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect ofof Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates, any Debt other than the following (collectivelyand not for speculative purposes, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business and consistent with prudent business practice, (B) Debt owed by any Credit Party to any other Credit Party; provided that such a wholly owned Subsidiary of the Borrower, which Debt is (x) shall be on subordinated terms reasonably acceptable to the Obligations Administrative Agent and is also permitted under Section 6.3;(y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, (cC) Debt consisting in respect of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas PropertiesSenior Subordinated Notes, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to 175,000,000 or, if the extent Senior Subordinated Notes are not prohibited under Section 6.15; (f) issued, Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as respect of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business Bridge Loans in an aggregate principal amount not to exceed $1,000,000;85,000,000, and (lD) Debt consisting in respect of (i) the financing of insurance premiums or Senior Notes, in an aggregate principal amount not to exceed $100,000,000. (ii) customary take-or-pay obligations contained in supply agreementsthe case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, in the ordinary course of business; such Debt (mx) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled shall be on terms reasonably acceptable to the extent such payment is determined Administrative Agent and (y) shall be evidenced by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties promissory notes in form and substance reasonably satisfactory to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueAdministrative Agent; and (niii) unsecured in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents (which, in the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)), (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $30,000,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of the Senior Subordinated Notes or the Senior Notes, 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 not otherwise permitted under prohibited by the preceding provisions Loan Documents, provided further that the principal amount of this Section 6.1; provided that, such Surviving Debt or Debt in respect of the aggregate Senior Subordinated Notes or the Senior Notes 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 Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed $5,000,000 at any time.the then applicable market interest rate,

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Subordinated Debt approved by Agent; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) 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 trade payables incurred with suppliers in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to and customer deposits and advance payments received in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment business from customers for goods purchased in the ordinary course 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15business; (f) Debt with respect to cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from 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 endorsement ordinary course of instruments business or referred to in Section 7.2(e); (h) unsecured Debt (which for collection further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business; (h) ), in addition to the Debt consisting of liabilities incurred listed above, in the ordinary course of business under workers’ compensation claims required by Governmental Authorityan aggregate outstanding amount not at any time exceeding $250,000; (i) without duplicationDebt among the Loan Parties, guarantees of Debt otherwise permitted under this Section 6.1subject to a subordination agreement, in form and substance acceptable to Agent in its sole discretion; (j) Debt existing on under (i) any Approved AR Loan Facility; provided that the Closing Date and set forth aggregate amount at any time outstanding in Schedule 6.1 including extensionsrelation to such Approved AR Loan Facility shall not exceed $8,000,000 without the written consent of Agent, replacements and refinancings thereof which do not increase or (ii) the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancingLigand Royalty Agreement; (k) unsecured Debt representing deferred compensation to employees incurred as a result of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, endorsing negotiable instruments received in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (nl) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timein connection with real property leases.

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries other Loan Party to, incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsNotes 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) intercompany Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business owed which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations appropriate action and is also permitted under Section 6.3for which adequate reserves have been maintained in accordance with GAAP; (c) Debt consisting of sureties under Capital Leases not to exceed $15,000,000 in the aggregate at any one time outstanding; (d) Debt associated with bonds or bonds and similar surety obligations provided to any required by Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Requirements in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its the Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (hf) Permitted Second Lien Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount Borrower not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements200,000,000 and guarantees thereof by any Loan Party, in each case, in subject to the ordinary course of businessIntercreditor Agreement; (mg) unsecured Debt consisting of under Permitted Senior Unsecured Notes and guarantees thereof by any purchase price adjustments Loan Party; (h) other Debt not to which a seller may become entitled to exceed $15,000,000 in the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueaggregate at any one time outstanding; and (ni) unsecured Debt not otherwise permitted under of the preceding provisions of this Section 6.1; provided that, Borrower or a Guarantor to the aggregate principal amount thereof shall not exceed $5,000,000 at Borrower or any timeGuarantor.

Debt. No Credit Party shallGroup will not create, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) Debt under the Covered Facilities; provided that all New Facilities will be subject to the approval procedures specified in Section 2.4 of the Intercreditor Agreement, (ii) Designated Capital Markets Transactions, (iii) Debt secured by Liens permitted by Section 2.6(a)(v) not to exceed in the aggregate $5,000,000 at any manner become liable, directly, indirectly, or contingently time outstanding, (iv) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (v) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed and consistent with prudent business practice, (vi) Debt owing by any U.S. Credit Party to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party by) any other U.S. Credit Party; , (x) which Debt shall constitute Pledged Debt and (y) any promissory notes evidencing such Pledged Debt shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vii) Debt owing by any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Foreign Subsidiary by) any U.S. Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (vii), which Debt, in the case of any Foreign Credit Party, (x) shall constitute Pledged Debt and (y) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (viii) Debt owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party or any Foreign Subsidiary by) any Excluded Foreign Subsidiary; (ix) Debt owing by any Foreign Credit Party to (or Contingent Obligations made in respect of the obligations of any Foreign Credit Party by) another Foreign Credit Party, provided that (A) no such Debt can be incurred after the occurrence and during the continuance of a Default, (B) such Debt is subordinated otherwise in compliance with Schedule III hereto, (C) such Debt shall constitute Pledged Debt and (D) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Obligations and is also permitted under Section 6.3Collateral Trustee pursuant to the terms of the Collateral Documents; (cx) Debt owing by any Excluded Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Excluded Foreign Subsidiary by) any Foreign Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (x) and (A) which Debt shall constitute Pledged Debt and (B) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (xi) Debt consisting of sureties or bonds and similar obligations provided Contingent Obligations pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of which a U.S. Credit Party guarantees operating lease obligations of Foreign Subsidiaries, not to exceed 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 Propertiesaggregate $5,000,000 during any Fiscal Year; (dxii) Purchase Money Debt or Capital Leases of any Person that becomes a Subsidiary of Group after the date hereof in an aggregate principal amount accordance with the terms of Section 2.6(e)(x) which Debt is existing at the time such Person becomes a Subsidiary of Group (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (and using for this purpose "Total Bank Outstandings" rather than "Indebtedness for Borrowed Money" in such calculation) as if such Debt had been incurred immediately prior to the beginning of the most recent period of four consecutive Fiscal Quarters for which financial statements have been delivered hereunder, will not to exceed $5,000,000 at any timehave increased; (exiii) Hedging Arrangements to Debt in respect of the extent not prohibited under Section 6.15Securitization Facility; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jxiv) Debt existing on the Closing Date date hereof and set forth described on Schedule 2.6(b), and any Debt extending the maturity of, or refunding or refinancing, in Schedule 6.1 including extensionswhole or in part, replacements and refinancings thereof which do such Debt (which, in the case of Debt consisting of guarantees of operating lease obligations, shall include guarantees of any replacement leases, provided that the Contingent Obligation under such guarantees may not increase as a result thereof), provided that the (A) terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B) principal amount of such Debt shall not be increased above the principal amount (excluding any expenses thereof outstanding immediately prior to such extension, refunding or premium incurred refinancing, and the direct and contingent obligors therefor shall not be changed as a result of or in connection with any such extension, replacement refunding or refinancingrefinancing and (C) of such Debt terms relating to principal amount, amortization, maturity, collateral (if any), subordination (if any), and other material terms taken as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsa whole, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled 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 extent Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such payment is determined by a closing purchase price adjustment extending, refunding or such payment depends on refinancing Debt does not exceed the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when duethen applicable market interest rate; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also Investments permitted under Section 6.37.10 that would constitute Debt; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Propertiesreserved; (d) Purchase Money 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 acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $15,000,000; (h) Debt incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed $5,000,000 25,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt all Guarantees otherwise permitted under by this Section 6.1Agreement; (j) other 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate outstanding principal amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsthat, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled when added to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the aggregate principal amount of such payment is Debt outstanding under this clause (j), does not determinable by the parties to the purchase or (b) once the amount exceed 15% of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueConsolidated Net Tangible Assets; and (ni) prior to the Borrower obtaining either (A) a BBB- rating or higher from S&P or (B) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt not otherwise permitted under incurred by any Loan Party, so long as the preceding provisions Consolidated Leverage Ratio, on a pro forma basis after giving effect to the incurrence of this Section 6.1; provided thatsuch Debt, the aggregate principal amount thereof shall does not exceed $5,000,000 at 3.50 to 1.00; 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 incurred by any timeLoan Party, so long as the Borrower shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligations;case of the Borrower, (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fA) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, unless contested and (B) Debt owed to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the Borrower under the Loan Documents on terms reasonably acceptable to the Administrative Agent and (z) if evidenced by promissory notes, shall be in good faith form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement. (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by appropriate proceedings promissory notes in form and adequate reserves 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 items have been made holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with GAAPthe terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (gE) So long as no Default has occurred and is continuing, other unsecured Debt arising from of the endorsement Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) 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 and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hI) Debt consisting in respect of liabilities incurred in the ordinary course letters of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business credit in an aggregate amount not to exceed $1,000,0002,000,000 at any time outstanding; (lJ) Debt consisting in respect of (i) the financing indemnification obligations in connection with bonds and letters of credit related to self insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance and insurance programs and policies of the Credit Loan Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when duetheir respective Subsidiaries; and (nK) unsecured Debt not otherwise permitted under Obligations in respect of the preceding provisions Borrower’s Non-Qualified Deferred Compensation Plan to the extent of this Section 6.1; provided that, assets of such plan are on the aggregate principal amount thereof shall not exceed $5,000,000 at any timeBorrower’s balance sheet.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Obligations;Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (bD) intercompany Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed by and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3;provision of this Agreement, and (cF) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to pluggingthe Borrower or any Subsidiary that does not own a Borrowing Base Asset only, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Recourse Debt or Capital Leases not secured by any Lien in an aggregate principal amount not to exceed $5,000,000 5% of Total Asset Value at any timeone time outstanding; (eiv) Hedging Arrangements to Recourse Debt of the extent not prohibited under Section 6.15; Borrower and/or Property-Level Subsidiaries of the Borrower (fexclusive of any Subsidiary that owns a Borrowing Base Asset) and the JV Pro Rata Share of Recourse Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past dueany Joint Venture, in each case incurred as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (vii) endorsements of negotiable instruments for deposit or collection or similar transactions 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;; and (gviii) any other Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, 5,000,000 in the ordinary course aggregate at any time outstanding in respect of business; (m) unsecured Debt consisting of any purchase price adjustments to all Loan Parties and which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable secured by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeLien on any Borrowing Base Asset.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt incurred existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the ordinary course date of business owed by any Credit this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Credit Loan Party; provided that such Debt is subordinated , and (B) any of the Subsidiaries owing to the Obligations and is also Borrower or any other Loan Party to the extent permitted under Section 6.35.02(f)(viii); (cv) Debt consisting incurred after the date of sureties or bonds this Agreement and similar obligations 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; (dsecured by Liens expressly permitted under Section 5.02(a)(iv) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $5,000,000 at 50,000,000 any timetime outstanding; (evi) Hedging Arrangements to Capitalized Leases incurred after the extent date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not prohibited under Section 6.15exceed $50,000,000 at any time outstanding; (fvii) Debt in Contingent Obligations of (A) the form Borrower guaranteeing all or any portion of accounts payable to trade creditors for goods the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or services and current operating liabilities (other than for borrowed money) which in another Subsidiary thereof; provided that each case such primary Obligation is not more than 90 days past due, in each case incurred in otherwise permitted under the ordinary course terms of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPthe Loan Documents; (gviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hx) Debt consisting comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the ordinary course date of business consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under workers’ compensation claims required by Governmental Authoritythe terms of the documentation for such sale, lease, transfer or other disposition; (ixi) without duplicationDebt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, guarantees or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 6.15.02(b), provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); (jxiii) Debt existing on extending the Closing Date and set forth maturity of, or refunding, refinancing or replacing, in Schedule 6.1 including extensionswhole or in part, replacements and refinancings thereof which do any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not increase be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (excluding any expenses B) the direct and contingent obligors therefor shall not be changed as a result of or premium incurred in connection with any such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or refinancing) of such Debt as mandatory redemption date of the date Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of such extension payment or refinancing; (k) Debt representing deferred compensation otherwise to employees the Obligations of the Credit Parties incurred Borrower or any of its Subsidiaries under and in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance respect of the Credit Parties after the closing of Loan Documents, such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase extended, refunding, refinancing or (b) once the amount of such payment has been finally fixed and determined by the parties replacement Debt shall be subordinated to such purchase, such amount is paid when dueObligations to at least the same extent; and (nxiv) unsecured Debt not otherwise permitted under comprised of guarantees given by the preceding provisions Borrower or any of this Section 6.1; provided thatits Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate principal amount thereof of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed $5,000,000 30,000,000 at any time.

Debt. No Credit Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt consisting of sureties any Person that becomes a Subsidiary of the Borrower, to the extent such Debt 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 bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the operation 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(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Oil Subsidiaries (and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiessuch Person on a pro forma basis) then most recently ended; (d) Purchase Money Debt in the form of taxes, assessments, governmental charges or Capital Leases in an aggregate principal amount levies and claims for labor, materials and supplies to the extent that payment therefor shall not to exceed $5,000,000 at any timebe past due; (e) Hedging Arrangements to the extent not prohibited all obligations of such Person arising under Section 6.15letters of credit (including standby and commercial); (f) Debt solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned by the form Borrower or a Subsidiary securing indebtedness of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPDesignated Joint Venture; (g) other Debt arising from of the endorsement Borrower so long as, after giving effect to the incurrence of instruments for collection such Debt, the Borrower is in the ordinary course of business;compliance with Section 7.02; and (h) other Debt consisting of liabilities incurred in the ordinary course Subsidiaries of business under workers’ compensation claims required by Governmental Authority; (i) without duplicationthe Borrower so long as, guarantees after giving effect to the incurrence of such Debt, the aggregate outstanding principal amount of all Debt otherwise permitted outstanding under this Section 6.1; clause (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall does not exceed $5,000,000 at any time15% of Consolidated Net Tangible Assets.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed secured by any Credit Party to any other Credit PartyLiens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $5,000,000; (c) Debt consisting of sureties or bonds and similar obligations provided any Loan Party to another Loan Party or, to the extent permitted under Section 11.10 hereof, Debt of any Subsidiary to any Governmental Authority Loan Party or other Person of any Loan Party to any Subsidiary; provided that such Debt shall be evidenced by a demand note in form and assuring payment 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 contingent liabilities of the Borrowers hereunder in a Credit Party in connection with manner reasonably satisfactory to the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesAdministrative Agent; (d) Purchase Money Subordinated Debt or Capital Leases in an aggregate principal amount not to exceed exceeding $5,000,000 at any timetime outstanding; (e) Hedging Arrangements to the extent Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not prohibited under Section 6.15for speculation; (f) Debt in described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as 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 principal amount thereof 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 GAAPincreased; (g) Debt arising from the endorsement of instruments Endorsements for collection or deposit of any commercial paper secured in the ordinary course of business; (h) Guaranties of Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityotherwise permitted hereunder; (i) without duplication, guarantees 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 otherwise permitted under this Section 6.1is secured; (j) Debt existing on the Closing Date and set forth Contingent Liabilities arising with respect to customary indemnification obligations in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred favor of sellers in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing;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 representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business listed above, in an aggregate outstanding amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $10,000,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt incurred existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the ordinary course date of business owed by any Credit this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Credit Loan Party; provided that such Debt is subordinated , and (B) any of the Subsidiaries owing to the Obligations and is also Borrower or any other Loan Party to the extent permitted under Section 6.35.02(f)(viii); (cv) Debt consisting incurred after the date of sureties or bonds this Agreement and similar obligations 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; (dsecured by Liens expressly permitted under Section 5.02(a)(iv) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $5,000,000 at 50,000,000 any timetime outstanding; (evi) Hedging Arrangements to Capitalized Leases incurred after the extent date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not prohibited under Section 6.15exceed $50,000,000 at any time outstanding; (fvii) Debt in Contingent Obligations of (A) the form Borrower guaranteeing all or any portion of accounts payable to trade creditors for goods the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or services and current operating liabilities (other than for borrowed money) which in another Subsidiary thereof; provided that each case such primary Obligation is not more than 90 days past due, in each case incurred in otherwise permitted under the ordinary course terms of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPthe Loan Documents; (gviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hx) Debt consisting comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the ordinary course date of business consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under workers’ compensation claims required by Governmental Authoritythe terms of the documentation for such sale, lease, transfer or other disposition; (ixi) without duplicationDebt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, guarantees or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 6.1; (j) Debt existing on 5.02(b), provided that the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancingwhichever is greater) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount Redeemable Preferred Interests does not to exceed $1,000,000; (l) Debt consisting of (i) 400,000,000 at any time; provided further, that the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in Net Cash Proceeds thereof are applied to prepay the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled Advances to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueprovided in Section 2.06(b); and (nxiii) unsecured Debt not otherwise permitted extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under the preceding provisions clause (ii) of this Section 6.15.02(b); provided thatprovided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent. (xiv) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed $5,000,000 20,000,000 at any time.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt evidenced by this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit 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 Obligations and is also permitted under Section 6.3Loans pursuant to the Global Intercompany Note; (c) Debt consisting in the form of sureties or bonds deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments, earnouts, non-competition agreements and similar obligations provided to any Governmental Authority other contingent arrangements) or other Person and assuring payment of contingent liabilities arrangements representing acquisition consideration or deferred payments of a Credit Party similar nature incurred 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 Propertiesany acquisition or other Investment permitted under this Agreement; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary that is not a Loan Party to exceed $5,000,000 at any timeother 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) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt and obligations in the form respect of accounts payable to self-insurance and obligations in respect of bids, tenders, trade creditors for goods or services and current operating liabilities contracts (other than for borrowed money) which 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 each case is not more than 90 days past duerespect of letters of credit, bank guarantees or similar instruments related thereto, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection provided in the ordinary course of business; (hf) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred arising in connection with any such extensioncustomary cash management services, replacement including treasury, depository, overdraft, credit or refinancing) of such Debt as debit card, electronic funds transfer and other cash management arrangements, and cash pooling arrangements among the Borrower or one or more Subsidiaries of the date Borrower and a financial institution (or an in-house bank) and Debt rising from the honoring by a bank or financial institution of such extension a check, draft or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementssimilar instrument drawn against insufficient funds, in each case, 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 Closing Date and (other than in the case of intercompany Debt) described in Schedule 6.1 hereof and Refinancing Debt in respect thereof; (j) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party or Subsidiary; (k) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (l) 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) unsecured other Debt consisting 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 most recent four fiscal quarter period with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b), so long as after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any 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 the ordinary course of business; (p) guaranties by the Borrower of Debt of a Guarantor or guaranties by a Guarantor of Debt of the Borrower with respect to, in each case, to 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 employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers’ compensation claims; and (s) Debt assumed after the Closing Date in connection with any Permitted Acquisition (or similar Investment permitted hereunder); provided that (A) the only obligors with respect to any Debt assumed pursuant to this clause (i) shall be those Persons who were obligors of such Debt prior to such Permitted Acquisition or Investment (or in the case of a purchase price adjustments to which a seller may become entitled 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 payment Debt is determined secured by a closing purchase price adjustment Lien on any assets or such payment depends on the positive performance property of the Credit Parties Borrower or any of its Subsidiaries, it shall be subject to any applicable limitations set forth in Section 6.2(u) and (D) after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatgiving pro forma effect thereto, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeBorrower would be in compliance with Section 6.13.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt under the RedPath Promissory Note in a principal amount not to exceed $11,000,000; such Indebtedness to be subordinated pursuant the RedPath Subordination Agreement; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re‑financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) 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, and (iii) representing customer deposits and advance payments received in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to from customers for goods purchased in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15business; (f) Debt with respect to cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased; (i) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $100,000; (j) Debt incurred pursuant to an Approved AR Loan Facility not to exceed $15,000,000 in the aggregate principal amount outstanding at any time and otherwise subject to an intercreditor agreement acceptable to Agent in its sole discretion; (k) Reimbursement obligations to TD Bank not exceeding $2,000,000 secured by Liens permitted under Section 7.2(c); (l) Guaranty, dated as of August 13, 2014, by PDI, Inc. in favor of Asuragen, Inc.; and (m) Debt from a Loan Party to a Loan Party; (n) Obligations to make payments under the endorsement of instruments for collection RedPath Settlement Agreement; (o) Accrued and unpaid employee performance bonuses incurred in the ordinary course of business; (hp) Debt consisting of liabilities incurred in Overdue rental payments owed by RedPath to Spring Way Center, LLC for the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing leased property on the Closing Date 3rd and set forth in Schedule 6.1 including extensions4th floors at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, replacement or refinancing) ▇▇▇▇▇▇ of such Debt as Allegheny, Commonwealth of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business Pennsylvania in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due150,000; and (nq) unsecured Debt not otherwise permitted That certain Guaranty by Interpace Diagnostic Corporation to RedPath Equityholder guarantying the obligations of Borrower and Interpace Diagnostics, LLC under the preceding provisions of this Section 6.1; provided that, Contingent Consideration Agreement entered into in connection with the aggregate principal amount thereof shall not exceed $5,000,000 at any timeRedPath Merger Agreement and the RedPath Promissory Note.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Obligations;Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (bD) intercompany Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) Recourse Debt not secured by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases Lien in an aggregate principal amount not to exceed $5,000,000 5% of Total Asset Value at any timeone time outstanding; (eiv) Hedging Arrangements to Recourse Debt of the extent not prohibited under Section 6.15; (f) Borrower and/or Property-Level Subsidiaries of the Borrower and the JV Pro Rata Share of Recourse Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past dueany Joint Venture, in each case incurred as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vii), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions 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;; and (gvii) any other Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, 5,000,000 in the ordinary course aggregate at any time outstanding in respect of business; (m) unsecured Debt consisting of any purchase price adjustments to all Loan Parties and which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable secured by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeLien on any Borrowing Base Asset.

Debt. No Credit Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also Investments permitted under Section 6.37.10 that would constitute Debt; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate outstanding principal amount not to exceed $5,000,000 at any timeincurred in connection with Capital Leases existing as of the Closing Date and set forth on Schedule 7.09; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fd) Debt in the form of accounts payable taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to trade creditors for goods or services and current operating liabilities the extent that payment therefor shall not be past due; (other than for borrowed moneye) which in each case Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not more than 90 days past duea Loan Party, in each case 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, and (iii) 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); provided, that, prior to the Guarantee Release Date, such Debt may only be incurred in by 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 GAAPLoan Parties; (g) Debt arising from of any Person that becomes a Subsidiary after the endorsement Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of instruments 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 collection any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the ordinary course Debt described in this clause (g); provided that (i) prior to the Guarantee Release Date, (A) the Parent shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of businesssuch Debt and any Debt then being incurred under Section 7.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary or such property and (ii) on and after the Guarantee Release Date, such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 7.09(k), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to such Debt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (h) Debt consisting of liabilities 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; provided, that, prior to the ordinary course of business under workers’ compensation claims required Guarantee Release Date, such Debt may only be incurred by Governmental Authoritythe Loan Parties; (i) without duplicationall Guarantees otherwise permitted by this Agreement, guarantees including Guarantees of Debt otherwise permitted to be incurred under this Section 6.1Section; provided, that, prior to the Guarantee Release Date, such Guarantees may only be incurred by the Loan Parties; (j) other Debt existing on incurred by the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase Loan Parties; provided that after giving effect to the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) 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 basis, with the Consolidated Leverage Ratio; and (k) on and after the Guarantee Release 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 7.09(g), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to the incurrence of such Debt (measured as of the date of such extension or refinancing; (kincurrence using the financial statements most recently delivered pursuant to Section 6.01(a) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time)).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, guarantee or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt except (other than the following with respect to Parent in subsections (collectivelyb), the “Permitted Debt”(c) and (e)- (m) below): (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in secured by Liens permitted by Section 10.2.2(d) (Liens); provided, that the ordinary course aggregate amount of business owed by any Credit Party to any other Credit Party; provided that all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $175,000,000 at any time thereafter; (c) unsecured Debt consisting of sureties or bonds and similar obligations provided any Loan Party (other than Parent) to any Governmental Authority other Loan Party (other than Parent) or to any other Person Wholly-Owned Subsidiary other than a Loan Party; provided, that, in each case, such Debt shall be evidenced by a demand note in form and assuring payment substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Security Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) the obligations under such demand note shall be subordinated to the Obligations of contingent liabilities of Borrowers and the other Loan Parties hereunder and under the other Loan Documents in a Credit Party in connection with the operation of its Oil manner and Gas Properties, including with respect on terms reasonably satisfactory to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent; (d) Purchase Money (i) solely in the case of Parent and only for so long as the Subordination Agreement remains in effect, the Sponsor Debt or Capital Leases in an aggregate a principal amount at any time outstanding not to exceed $5,000,000 15,000,000, less any principal payments made thereon after the Closing Date and (ii) so long as, at the time of incurrence thereof, no Default or Event of Default then exists or would result therefrom, any other unsecured Subordinated Debt in an amount at any timetime outstanding not to exceed $10,000,000, in aggregate and, in the case of this clause (ii), any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (e) Obligations under Hedging Arrangements to the extent Agreements approved by Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not prohibited under Section 6.15for speculation; (f) Debt in existing on December 31, 2010 (less payments made from such date through and including the form Closing Date and excluding Debt to be Repaid) described on Schedule 10.2.1(f) (Existing Debt) and any extension, renewal or refinancing thereof so long as each of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPapplicable Refinancing Conditions are satisfied; (g) the Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt to be Repaid existing on the Closing Date and set forth on Schedule 10.2.1(g) (Debt to be Repaid) (so long as such Debt is repaid on the Closing Date); (h) unsecured Contingent Obligations arising with respect to customary indemnification obligations in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred favor of sellers in connection with any such extensionPermitted Acquisitions and purchasers in connection with dispositions permitted under Section 10.2.4 (Mergers, replacement or refinancing) Consolidations, Sales and Other Transactions Outside the Ordinary Course of such Debt as of the date of such extension or refinancingBusiness); (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments up to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.time outstanding of secured Acquired Debt of the type permitted pursuant to clause (b) of this Section 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (j) Contingent Obligations constituting (and all cases subject to the restrictions and limitations with respect to, but without duplication of liabilities in terms of contingent obligations guaranteeing previously included primary obligations for) Debt otherwise permitted under this Section 10.2.1

Debt. No Credit Party shallThe Company will not, nor shall it and will not permit any of its Subsidiaries or any other Credit Party to, directly or indirectly, create, incur, assume, incur, suffer to exist, guarantee or in any manner otherwise become liable, directly, indirectly, or contingently in remain directly or indirectly liable with respect ofto, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except for: (a) Debt of the ObligationsCompany, any Subsidiary or any Credit Party outstanding on the Agreement Date as set forth in SCHEDULE 6.01; (b) intercompany Debt of the Company under the Financing Documents; (c) Purchase money Debt of the Company, any of its Subsidiaries or any other Credit Party incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $4,000,000 less the outstanding principal amount of Debt listed in Part A of SCHEDULE 6.01; (d) Debt of the Company, any of its Subsidiaries or any other Credit Party to the Company, a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (e) Debt constituting liabilities under letters of credit, surety bonds or similar instruments issued in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that secure bids, purchase orders, statutory obligations such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties as workers compensation insurance or bonds sales tax bonds, operating leases and similar obligations (but not Debt), provided to that the aggregate outstanding obligation (whether fixed or contingent, drawn or undrawn) of the Company, its Subsidiaries and the other Credit Parties under all such instruments shall not at 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 Debt or Capital Leases in an aggregate principal amount not to time exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15500,000; (f) Purchase money Debt in of the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case Company incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made connection with an acquisition in accordance with GAAPthe terms and conditions of Section 6.07, which Debt shall be subordinated in all respects to any and all Debt of the Company to the Agent and the Lenders, upon terms and conditions satisfactory to the Lenders, and the incurrence of which Debt does not result in a Default or an Event of Default; (g) Debt arising from of any Existing Managed Practice in an aggregate amount for all such Managed Practices not to exceed at any time outstanding $500,000, provided that this Section 6.01 shall not apply to, and there shall not be included in such aggregate limit, the endorsement amount of instruments for collection in Debt of any individual Person that is a Managed Practice so long as such Debt is not secured by a Lien on any asset of the ordinary course medical or optometry practice of business;such Person; and (h) Other Debt consisting of liabilities incurred the Company and its Subsidiaries in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the an aggregate principal amount (excluding any expenses whether fixed or premium incurred in connection with any such extensioncontingent, replacement drawn or refinancingundrawn) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timetime $50,000.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in permit any manner become liableof its Restricted Subsidiaries to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority;except: (i) without duplicationin the case of the Parent, guarantees the Borrower and any of their respective Restricted Subsidiaries, (A) Debt otherwise permitted under this Section 6.1the Loan Documents; (jB) the Surviving Debt; (C) Debt existing on of the Closing Date and Parent, the Borrower or any Restricted Subsidiary as an account party in respect of letters of credit (which do not constitute Letters of Credit hereunder) in an aggregate stated amount at any time outstanding not in excess of $30,000,000; (D) Debt of (i) any Loan Party that is owed to any other Loan Party, (ii) any Restricted Subsidiary of the Parent that is not a Loan Party owed to any Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan Party owed to any Subsidiary of the Parent that is not a Loan Party which, to the extent that the aggregate amount for all such Debt exceeds $10,000,000, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to provisions at least as favorable to the Lenders as those set forth in Schedule 6.1 including extensions, replacements the Affiliate Subordination Agreement (or otherwise on terms reasonably satisfactory to the Administrative Agent) and refinancings thereof (iv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the extent constituting an Investment permitted by Section 5.02(f); (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower or the Parent after the date hereof in accordance with the terms of Section 5.02(f) which do not increase Debt is existing at the principal amount time such Person becomes a Restricted Subsidiary of the Borrower or the Parent (excluding any expenses other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower or premium incurred the Parent); (F) Debt in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation Securitization Transactions up to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,00075,000,000; (lG) Credit Agreement Refinancing Debt; (H) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the Senior Secured Leverage Ratio is less than 3.50:1.00 and (ii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04, and provided further that, if such Debt is unsecured, (a) in no event shall the terms of such Debt require any scheduled payment of principal in cash of such Debt prior to the Termination Date, (b) a Restricted Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of the Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Obligations); (I) Debt comprising Capitalized Lease Obligations or the deferred purchase price of newly-acquired equipment and other property or incurred to finance the acquisition of newly-acquired equipment pursuant to purchase money mortgages or otherwise, or in contemplation of a Sale and Leaseback Transaction pursuant to Section 5.02(h)(ii), to the extent the conditions set forth therein are satisfied; provided that such Debt is incurred within 270 days following the acquisition thereof, or if such property or equipment is purchased in installments, within 270 days of the final purchased installment; (J) Debt consisting of guaranties described in Section 5.02(b)(i)(H); (K) Debt incurred by the Borrower or a Restricted Subsidiary in a principal amount not to exceed $150,000,000 at any time outstanding, which Debt may be incurred only if (i) the financing both before and after giving effect thereto, no Event of insurance premiums Default shall have occurred and be continuing or would result therefrom, (ii) customary take-or-pay obligations contained the Debt shall be incurred under the RR Act or such Debt shall be incurred as a bridge to a refinancing for Debt to be incurred under the RR Act, and the proceeds thereof used solely for purposes consistent with the RR Act, (iii) the Debt shall not have a maturity date earlier than the Termination Date in supply agreementsrespect of the Revolving Credit Commitment and (iv) the fair market value (as determined in a commercially reasonable manner by the Borrower) of the RR Assets used to secure Debt under this clause shall not materially exceed the amount of the Debt that is being secured by such RR Assets; (L) Debt in respect of performance, surety or appeal bonds (in each case, case not in respect of borrowed money) provided in the ordinary course of businessbusiness of the Parent, the Borrower and their Restricted Subsidiaries; (mM) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled incurred under Hedge Agreements to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance permitted under Section 5.02(k); (N) Refinancing Debt incurred in respect of the Credit Parties after the closing of such purchase so long as Debt under Sections 5.02(b)(i)(B), (aE), (F) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueK); and (nO) unsecured Debt not otherwise permitted under the preceding provisions in respect of this Section 6.1industrial revenue bonds or other similar governmental or municipal bonds; provided thatthat before and after giving effect to the incurrence of such Debt, the aggregate principal amount thereof Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04. (ii) Debt owed by the Parent, the Borrower, or any Restricted Subsidiary of the Parent to Meridian Speedway which Debt shall not exceed an aggregate amount equal to $5,000,000 100,000,000 and be subordinated in right of payment to the Obligations of such Person under the Loan Documents pursuant to provisions at any timeleast as favorable to the Lenders as those set forth in the Affiliate Subordination Agreement (or otherwise, on terms reasonably satisfactory to the Administrative Agent).

Debt. No Credit Party shall, nor (a) The Borrower shall it permit not at any of its Subsidiaries totime incur, create, assume, incur, suffer assume or permit to exist, or in exist any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):; except: (ai) the Obligations; (bii) intercompany Debt incurred in the ordinary course of business owed by any Credit Party owing to any Subsidiary of the Borrower (other Credit Party; provided that such than Finsub), and Debt is subordinated owing to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Finsub 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 PropertiesReceivables Program; (diii) Purchase Money Debt outstanding on the Closing Date of this Agreement as set forth in Section 5.04 of the Disclosure Schedule; (iv) Debt of the Borrower under or Capital Leases in an respect of the Senior Notes; provided, that, that the aggregate principal amount of all of such Debt shall not to exceed $5,000,000 at any time100,000,000; <PAGE> (v) Debt under Hedging Agreements entered into to hedge interest rate, foreign currency exchange rate or commodity price risk, and not for speculative purposes; (evi) Hedging Arrangements to any Debt arising out of the extent refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing clauses of this Section 6.21, provided, that, the amount of such debt does not prohibited under Section 6.15exceed the outstanding amount of the Debt so refinanced, extended, renewed or refunded; (fvii) Debt, in addition to Debt permitted under the other clauses of this Section 6.21, provided, that, the Borrower shall not incur, create, assume or permit to exist any Debt under this Section 6.21 if the incurrence, creation, assumption or existence of any such Debt shall result in a Default or Event of Default or if the aggregate principal amount of such Debt incurred pursuant to this clause (vii) would result in the form Consolidated Leverage Ratio as of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which the most recent Covenant Determination Date, as determined on a Pro Forma Basis, exceeding the maximum Consolidated Leverage Ratio then 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;effect under Section 6.03; and (gviii) prior to the Closing Date, Debt arising from pursuant to the endorsement Borrower's existing $360,000,000 credit facility governed by the Credit Agreement, dated as of instruments for collection July 1, 1997, and its existing $200,000,000 credit facility governed by the Credit Agreement, dated as of December 10, 1998, which Debt shall be paid in full on or prior to the ordinary course of business;Closing Date. (hb) Debt consisting Any Subsidiary of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority;Borrower shall not at any time incur, create, assume or permit to exist any Debt; except: (i) without duplicationDebt owing to the Borrower or any other Subsidiary of the Borrower (other than Finsub), guarantees of and Debt otherwise permitted under this Section 6.1owing to Finsub in connection with the Receivables Program; (jii) Receivables Program Attributed Debt of Finsub incurred pursuant to the Receivables Program Documents in an amount in the aggregate at any time outstanding, which when combined (without duplication) with (A) Debt existing on the Closing Date secured by liens under Section 6.07(k), (B) sale and set forth in Schedule 6.1 including extensionsleaseback transactions permitted by Section 6.23 and (C) Debt outstanding under Section 6.21(b)(iii), replacements and refinancings thereof which do shall not increase the principal exceed an amount equal to twenty-five (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing25%) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueMaximum Permitted Total Debt; and (niii) unsecured Debt, in addition to Debt not otherwise permitted under the preceding provisions clauses (i) and (ii) of this Section 6.1; provided 6.21(b), provided, that, the aggregate outstanding principal amount thereof of Debt of all of the Subsidiaries of the Borrower incurred under this clause (iii) of Section 6.21(b) in the aggregate at any time outstanding, which when combined (without duplication) with (A) Debt secured by liens under Section 6.07(k), (B) sale and leaseback transactions permitted by Section 6.23 and (C) Receivables Program Attributed Debt, shall not exceed $5,000,000 at an amount equal to twenty-five (25%) of Maximum Permitted Total Debt; provided, further, that, no Subsidiary of the Borrower shall incur, create, assume, or permit to exist any time.Debt under this Section 6.21(b) if the incurrence, creation, assumption or existence of any such Debt shall result in a Default or Event of Default. <PAGE>

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, or Non Recourse Subsidiaries to create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt incurred under the First Lien Loan Documents in an aggregate principal amount that is not in excess of an amount equal to the aggregate of (A) $780,000,000 and (B) amounts permitted under subclauses (a)(ii) and (iii) in the ordinary course definition of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3“Permitted Refinancing”; (ciii) secured Debt consisting under any letter of sureties credit facility that either (A) supports a Permitted Commodity Hedge Agreement (including, without limitation, the Special LC Facility) or bonds and similar obligations 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(b) supports working capital obligations, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 384,000,000 at any timeone time outstanding; provided that (x) any lender or letter of credit issuer of such Debt has become a party to the Intercreditor Agreement as, and has obligations of, a First Lien Secured Party thereunder and (y) such Debt shall only be secured by the Liens created by the Collateral Documents; (eiv) Debt under the MSCG Hedging Arrangements to Facility, the extent not prohibited under Section 6.15MSCG Capacity Swap Agreement or any other Permitted Commodity Hedging Agreement; (fv) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which hedge against fluctuations in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities interest rates incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityand consistent with prudent business practice; (ivi) without duplicationDebt owed to the Borrower or a wholly owned Subsidiary of the Borrower, guarantees which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be subordinated to the Facilities and on terms acceptable to the Administrative Agent and (z) be otherwise permitted under this the provisions of Section 6.15.02(f); (jvii) (A) Debt existing on of a Person or Debt attaching to assets of a Person that, in either case, becomes a Loan Party or Debt attaching to assets that are acquired by the Closing Date Borrower or any Loan Party as the result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Loan Party or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by the Parent, the Borrower or any other Loan Party (other than any such Person that so becomes a Loan Party) and set forth (3) (x) the Equity Interests in Schedule 6.1 including extensionssuch Person are pledged to the Collateral Agent to the extent required under Section 5.01(k) and (y) such Person executes a supplement to the Subsidiary Guaranty and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Section 5.01(k); and (B) any refinancing, replacements and refinancings thereof which do not increase refunding, renewal or extension of any Debt specified in subclause (A) above; provided that (I) the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the date of such extension Debt being refinanced, refunded, renewed or refinancingextended; (kA) unsecured subordinated Debt representing deferred compensation to employees of the Credit Parties Borrower or any Loan Party incurred in the ordinary course of business to finance a Permitted Acquisition in an aggregate amount not to exceed $1,000,000; 180,000,000 at any one time outstanding; provided that (l1) such Debt consisting is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of (isuch Permitted Acquisition or the Loan Party so incurring such Debt) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course case of business; (m) unsecured Debt consisting of any purchase price adjustments Subsidiary, by the Borrower, (2)(x) the Borrower pledges the Equity Interests of such acquired Person to which a seller may become entitled the Collateral Agent to the extent required under Section 5.01(k) and (y) such payment acquired Person executes a supplement to the Guarantee and the Security Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Section 5.01(k), (3) any such Debt is determined by a closing purchase price adjustment incurred prior to or within 90 days after such payment depends on Permitted Acquisition, (4) both before and after giving effect to the positive performance incurrence of such Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Parent would be in compliance with the covenants set forth in Section 5.04 as of the Credit Parties after most recently completed Measurement Period ending prior to the closing incurrence of such purchase so long as (aDebt for which financial statements and certificates required by Section 5.03(b) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.or

Debt. No Credit Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt that extends, refunds or refinances such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (E) Non-Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and the obligations under any Customary Carve-Out Agreements related thereto, (F) Secured Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, provided that each individual obligation included within Secured Recourse Debt shall not exceed 80% of the value of the collateral securing such Secured Recourse Debt as reasonably determined by Borrower and approved by Administrative Agent, (G) Unsecured Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (H) Qualifying Trust Preferred Obligations; (iii) in the case of the Parent Guarantor, Debt under the Loan Documents; (iv) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (v) in the case of American Campus (U of H), Ltd., the Cullen Oaks Phase II Loan; and (vi) in the case of ACCSI, the Cullen Oaks Phase II Guaranty; provided that, notwithstanding anything herein to the contrary, no Loan Party shall, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to, create, assume, incur, suffer to exist, incur or in any manner become liable, directly, indirectly, or contingently in respect of, assume any Debt relating to the On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof other than the following (collectively, Cullen Oaks Phase II Loan and the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeCullen Oaks Phase II Guaranty.

Debt. No Credit Obligated Party shallshall incur or maintain any Debt, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) the Obligations; (b) intercompany the Debt incurred existing on the Closing Date described in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3Schedule 8.12; (c) Debt consisting evidencing a refunding, renewal, or extension of sureties the Debt described in clause (b) preceding or bonds in clause (h) below; provided that (i) the principal amount thereof is not increased at the time of such renewal, refinancing, refunding, or extension thereof; (ii) no Obligated Party that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, (iii) the terms of such refunding, renewal, or extension are no less favorable to the Obligated Parties and similar obligations provided the Lenders than the original Debt and (iv) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any Governmental Authority assets in addition to those assets, if any, securing the Debt to be refunded, renewed or other Person and assuring payment of contingent liabilities of a Credit Party in connection with extended (except additions to the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesaircraft); (d) Purchase Money Debt owing by an Obligated Party to another Obligated Party for intercompany loans and advances made for working capital in the ordinary course of business; provided that (i) all such intercompany Debt shall be evidenced by promissory notes, (ii) all such intercompany Debt owed by ▇▇▇▇▇ to any of its Subsidiaries shall be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or Capital Leases an intercompany subordination agreement satisfactory to the Agents, and (iii) any payment by any Subsidiary of ▇▇▇▇▇ under any guaranty of the Obligations or the Second Lien Debt shall result in an aggregate principal a pro tanto reduction of the amount not of any intercompany Debt owed by such Subsidiary to exceed $5,000,000 at ▇▇▇▇▇ or to any timeof its Subsidiaries for whose benefit such payment is made; (e) Hedging Arrangements subject to the extent not prohibited clause (c)(ii) above, Guaranties permitted under Section 6.158.11; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in connection with the ordinary course financing of business, unless contested in good faith premiums payable with respect to insurance policies required to be maintained by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPthe Obligated Parties pursuant to this Agreement; (g) the Second Lien Debt; provided that the aggregate principal amount of such Debt arising under this clause (g) after giving effect to all cancellations of principal thereof in exchange for Term Loans shall not at any time exceed $237,000,000 less all payments and prepayments of principal thereon, and the refinancing thereof (the Debt under or with respect to such refinancing, the “Refinancing Second Lien Debt” and the agreements evidencing, governing, securing or guaranteeing any of the Refinancing Second Lien Debt (as amended, modified or supplemented from time to time in a manner not in contravention of the endorsement terms of instruments for collection this Agreement), collectively, the “Refinancing Second Lien Debt Documents”); provided that such refinancing shall be permitted only so long as (i) all, and not a portion of, the Second Lien Debt is refinanced and the principal amount of such refinancing is not greater than the principal amount of Debt being refinanced (other than with respect to any reasonable fees and other costs of refinancing and with respect to accrued interest on the Second Lien Debt), (ii) the Liens, if any, securing such refinancing do not attach to any assets in addition to those assets securing the Second Lien Debt and those Liens shall be junior and subordinate to the Agent’s Liens and be subject to the terms and conditions of an intercreditor agreement between the Collateral Agent and the holders of the Refinancing Second Lien Debt (or an agent or trustee therefor) substantially identical to the Intercreditor Agreement or otherwise satisfactory to the Agents and the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, the Majority Term Lenders), (iii) no Person that is not an obligor or guarantor of the Second Lien Debt immediately prior to the refinancing shall become an obligor or guarantor of the Refinancing Second Lien Debt, unless such Person simultaneously becomes a Guarantor, (iv) the terms under the Refinancing Second Lien Debt Documents are no less favorable in all material respects to the Obligated Parties, the Agents and the Lenders than the terms under the Second Lien Debt Documents (without in any way limiting the foregoing, in no event shall the financial or other covenants or events of default in the ordinary course Refinancing Second Lien Debt Documents be more restrictive than those in the Second Lien Debt Documents in effect on August 18, 2005), (v) no payments of businessprincipal on the Refinancing Second Lien Debt (including, without limitation, the final scheduled maturity thereof) shall be scheduled to be due and payable on or prior to the Stated Term Loan Termination Date and (vi) no Default or Event of Default shall exist either immediately prior to or after giving effect to such refinancing; (h) Capital Leases of Transportation Equipment, the New Aircraft and/or computer and office equipment and Debt consisting to finance (as purchase money or otherwise (any such financing that is not purchase money Debt to be on terms reasonably satisfactory to the Agents)) Transportation Equipment, the New Aircraft (purchase money Debt only) and/or computer and office equipment; provided that (1) the aggregate amount of liabilities Debt (including Capital Leases but excluding Revolving Loans) relating to Transportation Equipment incurred in any Fiscal Year shall not exceed $4,000,000, (2) the ordinary course aggregate amount of business Debt (including Capital Leases) permitted to be outstanding under workers’ compensation claims required by Governmental Authoritythis Section 8.12 (including, without limitation, under clauses (b), (c) and (h) hereof) relating to Transportation Equipment (but excluding Revolving Loans) shall not exceed $15,000,000 at any time outstanding, (3) the aggregate amount of Debt relating to the New Aircraft (including, without limitation, any refinancings thereof) shall not exceed $6,000,000 at any time outstanding and (4) the aggregate amount of Debt (including Capital Leases) relating to computer and office equipment under this clause (h) and any refinancings thereof under clause (c) shall not exceed $2,000,000 at any time outstanding; (i) without duplicationpurchase money Debt to vendors to finance the purchase from such vendors of Inventory not to exceed an aggregate amount at any time outstanding equal to $10,000,000 less the aggregate amount of inventory consigned to the Obligated Parties at such time; provided that (1) on or prior to the incurrence of any such Debt, guarantees the applicable Obligated Party has identified to the Agents in writing, in reasonable detail, the specific items of Inventory being financed thereby, (2) the applicable Obligated Party shall be able to readily identify such financed Inventory in its computer records in a manner reasonably satisfactory to the Agents; provided that during the existence of an Event of Default, if requested by either Agent, the applicable Obligated Party shall attach to such Inventory in a conspicuous location an insignia, stencil, plaque, or other form of notice indicating in a manner satisfactory to the Agents that such Inventory is being financed by such vendor, (3) the Liens created in connection with such purchase money Debt otherwise permitted under this Section 6.1;shall attach only to (and any UCC financing statements filed by any such vendor with respect to such Liens shall only cover) either (x) the specific items of Inventory being purchased and proceeds of the sale of such Inventory or (y) Inventory purchased from time to time by such Obligated Party from such vendor for which there remains an unpaid purchase price owing and proceeds of the sale of such Inventory (and a copy of each UCC financing statement filed by a vendor shall be delivered to the Agents promptly after filing thereof with the appropriate Governmental Authority), (4) the Liens created in connection with such purchase money Debt shall not attach to any Account arising from the rental of such Inventory, and (5) such Obligated Party shall cause any vendor whose Lien and UCC financing statement is of the type included in clause (3)(y) above to deliver to the Agents a monthly statement, in form and substance reasonably satisfactory to the Agents, detailing those items of Inventory for which there remains an unpaid purchase price and the amount of such unpaid purchase price and those items of Inventory that have been released from the vendor’s Lien since the last day of the period covered by the last monthly statement delivered to the Agents; and (j) Debt existing on other unsecured Debt; provided that the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as outstanding under this clause (aj) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall does not exceed $5,000,000 2,000,000 at any timetime outstanding.

Debt. No Credit Party shall(i) Create or suffer to exist any Debt if, nor immediately after giving effect to such Debt and the receipt and application of any proceeds thereof, the aggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis, would exceed (A) for the period from the Effective Date through the date eighteen months thereafter, 75%, and (B) at anytime thereafter, 65%, of the sum of the total consolidated stockholders' equity of the Borrower and its Subsidiaries as shown on the most recent consolidated balance sheet required to be delivered to the Banks pursuant to Section 5.01(b), and the aggregate amount of Debt of the Borrower and its consolidated Subsidiaries, on a consolidated basis (it being understood that for purposes of determining compliance with this covenant, guarantees by the Borrower of up to $200,000,000 of Debt of OCI Wyoming shall it not constitute Debt of the Borrower); (ii) not permit the Acquisition Subsidiary, Norcen or any of their respective Subsidiaries (collectively, the "Designated Subsidiaries") to incur any Debt which would result in the aggregate principal amount of Debt (other than Debt to the Borrower or any other Subsidiary) of all the Designated Subsidiaries, on a consolidated basis, exceeding US$1,400,000,000; and (iii) not permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt (other than the following (collectively, the “Permitted Debt”): (aDesignated Subsidiaries) the Obligations; (b) intercompany to incur any Debt incurred which would result in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at of Debt (other than Debt to the Borrower or any timeother Subsidiary) of all Subsidiaries (other than the Designated Subsidiaries), on a consolidated basis, exceeding US$150,000,000.

Debt. No Credit Party shallCreate or suffer to exist, nor shall it or permit any of its Subsidiaries to, create, assume, incur, to create or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectivelyfollowing, the “Permitted Debt”):provided 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: (ai) Debt owed to the Obligations;Borrower or to a Consolidated Subsidiary of the Borrower to the extent constituting an Investment permitted under Section 5.02(i), provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party (x) shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Agent and (y) shall be evidenced by an intercompany note, and pledged to the Agent (or the DIP Term Loan Agent in accordance with the Intercreditor Agreement) as Collateral, (bii) intercompany Debt existing on the Effective Date and described on Schedule 5.02(d), 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) and (vi) in an aggregate amount not to exceed $25,000,000 at any time outstanding, (iv) Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents, (vi) [reserved], (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 owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to protect the Obligations Borrower and is also its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 6.3;5.02(m), (cviii) Debt consisting incurred by Subsidiaries organized under the laws of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment jurisdiction outside 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 Debt or Capital Leases United States in an aggregate principal amount not to exceed $5,000,000 40,000,000 at any time;time outstanding, (eix) Hedging Arrangements 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 extent not prohibited benefit of any such Subsidiaries, (c) Hedge Agreements entered into by any such Subsidiaries and permitted under Section 6.15;5.02(m), and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount for this clause (ix) not to exceed $10,000,000 at any time outstanding, (fx) Debt in the form endorsement of accounts payable to trade creditors negotiable instruments for goods deposit or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred collection or similar transactions 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;, (gxi) Debt arising which exists or may exist under the Secured Agreements in existence from the endorsement of instruments for collection in the ordinary course of business;time to time, (hxii) 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 liabilities incurred guarantees of amounts owing by customers of the Borrower under equipment and vendor financing programs in the ordinary course of business under workers’ compensation claims required by Governmental Authority;an aggregate amount not to exceed $25,000,000 at any time outstanding, (ixiv) without duplication, guarantees of unsecured Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extensionsurety bonds, replacement or refinancing) guarantees and letters of such Debt as credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties like incurred in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000;10,000,000 at any time outstanding, (l) Debt consisting of (i) Debt arising under the financing DIP Term Loan Facility Documents in an aggregate principal amount not to exceed at any time outstanding the sum of insurance premiums or (x) $[●]9 plus (y) the aggregate amount of interest paid-in-kind on, and capitalized to the principal of, the Junior Loans following the Effective Date and prior to the consummation of a Reorganization Plan in the Cases in accordance with the DIP Term Loan Agreement as in effect on the Effective Date and (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course any Permitted Refinancing thereof or of business;any previous Permitted Refinancing thereof, (mxvi) unsecured Debt consisting 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 Original Effective Date or is otherwise cancelled or terminated, (xvii) Guarantees (i) of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment Loan Party in respect of Debt of either Borrower or such payment depends on the positive performance any other Loan Party otherwise permitted hereunder and (ii) of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment any Subsidiary that is not determinable by the parties to the purchase or (b) once the amount a Loan Party in respect of such payment has been finally fixed and determined by the parties to such purchase, such amount Debt of any other Subsidiary that is paid when duenot a Loan Party otherwise permitted hereunder; and (nxviii) unsecured additional Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not to exceed $5,000,000 10,000,000 at any timetime outstanding.

Debt. No Credit Loan Party shall, nor any Subsidiary shall it permit any of its Subsidiaries to, create, assume, incur, suffer to existassume or become obligated (directly or indirectly), or in any manner become liable, directly, indirectly, or contingently in respect of, for any Debt other than the following Obligations, except that the Loan Parties and Subsidiaries may (collectively, the “Permitted i) incur Subordinated Debt”): ; (aii) the Obligations; maintain their present Debt listed on Schedule 11.14 hereto; (biii) intercompany Debt incurred incur Contingent Liabilities arising with respect to customary indemnification obligations in the ordinary course favor of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party sellers in connection with the operation dispositions permitted under this Agreement; (iv) incur purchase money Debt or capitalized lease obligations in connection with Capital Expenditures not prohibited pursuant to Section 14.3 hereof; (v) incur Hedging Obligations approved by Administrative Agent and in favor of its Oil a Lender or an Affiliate thereof for bona fide hedging purposes and Gas Properties, including not for speculation; (vi) solely with respect to pluggingthe Loan Parties, facility removal incur operating lease obligations requiring payments not to exceed $2,000,000.00 in the aggregate during any Fiscal Year of the Loan Parties; (vii) make loans to, and abandonment guaranties of its Oil and Gas Properties; Debt of, one another so long as (dX) Purchase Money each is a Loan Party, or (Y) with respect to Non-Loan Party Subsidiaries, the amount thereof does not exceed $250,000.00 in the aggregate; (viii) incur other unsecured Debt, in addition to the Debt or Capital Leases listed above, in an aggregate principal amount not to exceed $5,000,000 at any time; 250,000.00, (eix) Hedging Arrangements incur and maintain Debt secured by Liens permitted by clause (xii) of the definition of Permitted Liens, which is otherwise non-recourse to the extent not prohibited under Section 6.15; Loan Parties and their Subsidiaries, (fx) [reserved], (xi) maintain Debt pursuant to extensions, renewals and refinancing of the Debt set forth in clauses (i), (ii) and (iv) above so long as the form principal amount of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case such Debt 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 increased (and adequate reserves for such items have been made in accordance any terms with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; respect to clause (i) without duplication, guarantees of Debt otherwise above are permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties applicable subordination agreement), and (xii) incur Debt to the purchase or (b) once the amount MFP as a result of such payment has been finally fixed and determined by the parties its reimbursement obligations owing to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted MFP under the preceding provisions Specified Letter of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeCredit Documents.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligationscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (bii) intercompany Debt incurred in the ordinary course case of business any Subsidiary of BMCA, Debt owed by any Credit Party to any other Credit Party; BMCA or to a wholly owned Subsidiary of BMCA, provided that that, in each case, such Debt is subordinated to the Obligations and is also (w) shall be permitted under Section 6.3;5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (ciii) in the case of BMCA and its Subsidiaries, (A) Debt consisting under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Term Loan Facility and the Elk Letters of sureties or bonds and similar obligations provided Credit; provided, however, that in respect of any proposed borrowing under the Term Loan Facility after the end of the second fiscal quarter in Fiscal Year 2008, which shall result in the principal amount thereunder to any Governmental Authority or other Person and assuring payment be in excess of contingent liabilities of a Credit Party $975,000,000, such borrowing may only be incurred if, after giving effect thereto, BMCA is in connection compliance with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;covenant in Section 5.04, (dB) Purchase Money So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt or Capital had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii); provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not to exceed $5,000,000 at any time;200,000,000 in the aggregate during the term of this Agreement, (eC) Hedging Arrangements So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the extent Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility or the Revolving Credit Facility; provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date 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 prohibited under applied to such refinancing shall be applied as provided in Section 6.15;2.05, (fD) The Surviving Debt and, on or after the Effective Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred 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 the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; and provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in the form favor of accounts payable to trade creditors for goods government agencies in connection with workers' compensation liabilities, taxes, assessments or services and current operating liabilities (other than for borrowed money) which in each case obligations; provided, however, that such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith , (H) Debt of any entity acquired by appropriate proceedings and adequate reserves for such items have been made BMCA or its Subsidiaries in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase terms hereof so long as (ai) 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 amount time of such payment is not determinable by 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 parties provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the purchase or Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (b) once in respect of any Liens securing such Debt, which Liens shall be ranked junior to the amount Liens securing this Loan Facility); provided, however, that there are no scheduled amortization payments of principal in respect of such payment has been finally fixed Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B), (C) and determined by (E) above) greater than the parties to such purchaseAmortization Basket, such amount is paid when due; and (nK) unsecured Debt not otherwise permitted under At any time prior to the preceding provisions thirtieth Business Day after the date of this Section 6.1; provided thatthe Merger, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeElk Private Notes.

Debt. No Credit Loan Party shallshall incur or maintain any Debt, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): than: (a) the Obligations; ; (b) intercompany Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; 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 is subordinated to the Obligations and is also permitted under Section 6.3; (cincluding Capital Leases) outstanding does not exceed $10,000,000 at any time; (d) Debt consisting of sureties or bonds and similar obligations provided Permitted Intercompany Advances to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection the extent consistent 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; Section 7.28; (e) Hedging Arrangements Debt evidencing a refinancing, refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the extent Debt to be refunded, renewed or extended, (iii) no Person that is not prohibited under Section 6.15; 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 refinancing, refunding, renewal or extension are not materially less favorable to such Loan Party, the Agent or the Lenders than the original Debt; (f) Debt in respect of Hedge Agreements entered into for non-speculative purposes related to hedging interest rates, currency values and commodities in connection with the form Core Business; (g) the endorsement of accounts payable to trade creditors negotiable instruments for goods deposit or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; ; (h) Debt consisting arising by reason of liabilities incurred in the ordinary course of business Guaranties by a Loan Party permitted under workers’ compensation claims required by Governmental Authority; Section 7.12(b); (i) without duplication, guarantees of the Additional Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; 302,500,000; and (lj) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) other unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the in an aggregate principal amount thereof shall at any time outstanding not to exceed $5,000,000 at any time1,000,000.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, The Parent will not create or suffer to exist, and will not permit any Restricted Subsidiary to create, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyexcept as set forth below, the “all of which shall be "Permitted Debt”):": (a) Debt of the ObligationsParent, the Borrower and the Affiliate Guarantors to the Banks and the Agent evidenced by any Loan Document; (b) intercompany in addition to Debt otherwise permitted to be incurred in by the ordinary course Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, unsecured Debt of business owed the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by any Credit Party to any the other Credit Partysubsections hereof); provided that (i) at no time shall the aggregate outstanding principal amount of all such Debt is subordinated to of the Obligations Parent and is also the Restricted Subsidiaries permitted under by this Section 6.310.2(b) exceed U.S. $50,000,000, (ii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom, and (iii) such Debt shall be on terms no more restrictive than those set forth in the Loan Documents; (c) unsecured Debt consisting of sureties the Parent to the Borrower or bonds and similar obligations provided to any Governmental Authority Affiliate Guarantor, and unsecured Debt of the Borrower or any Affiliate Guarantor to the Parent, the Borrower or any other Person Affiliate Guarantor and assuring payment unsecured Debt of contingent liabilities any Non-Guaranteeing Restricted Subsidiary to the Parent, the Borrower or any Affiliate Guarantor and unsecured Debt of any Non-Guaranteeing Restricted Subsidiary to any other Non-Guaranteeing Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent, the Borrower or any Affiliate Guarantor shall be expressly subordinated in form and substance satisfactory to the Agent to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of Default exists or would result therefrom, and (iv) the aggregate principal amount of all Debt of the Non-Guaranteeing Restricted Subsidiaries to the Parent, the Borrower and the Affiliate Guarantors shall be subject to Section 10.5(i) and shall be evidenced by promissory notes pledged as a Credit Party in connection with lien to the operation of its Oil and Gas PropertiesAgent to secure the Obligations, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertieswhich shall be a first priority lien except for Liens permitted by Section 10.1(i); (d) Purchase Money Capitalized Lease Obligations of the Parent or any Restricted Subsidiary; provided that at no time shall the aggregate outstanding amount of Debt of the Parent and its Restricted Subsidiaries incurred pursuant to this Section 10.2(d) exceed 5% of Consolidated Net Worth, as measured on a pro forma basis at the time of each incurrence; (e) Debt relating to Sale and Lease-Back Transactions permitted under Section 10.6(c); (f) Debt of the Parent or any Restricted Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets (excluding Capital Leases Lease Obligations, Debt related to Sale and Lease-Back Transactions and Debt of the type permitted by Section 10.2(j)); provided that (i) such Debt is incurred prior to such acquisition or the commercial operations following completion of such construction, development or improvement, whichever occurs the latest, and (ii) the aggregate outstanding principal amount of all Debt incurred pursuant to this clause (f) shall not exceed 4% of Consolidated Net Worth, as measured on a pro forma basis at the time of each such incurrence; (g) other unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted under the other subsections hereof) provided that (i) such Debt shall not require any principal payment, repurchase, redemption or defeasance prior to (or the deposit of any payment or property or sinking fund payment in respect of), or have a maturity shorter than, two years after the Maturity Date, (ii) such Debt shall be on terms no more restrictive than those set forth in the Loan Documents, (iii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom, and (iv) such Debt shall be expressly subordinated to the payment of the Obligations on terms acceptable to the Agent; (h) Debt of the Parent under the U.S. Revolving Credit Agreement in an aggregate principal amount not to exceed U.S. $5,000,000 at any time150,000,000, including unsecured guarantees thereof; (ei) Hedging Arrangements unsecured Debt of one or more Non-Guaranteeing Restricted Subsidiaries under one or more revolving credit facilities, letter of credit facilities, bankers' acceptance facilities or similar working capital facilities in an aggregate principal amount not to exceed at any time outstanding C$10,000,000, including an unsecured guarantees thereof by the extent not prohibited under Section 6.15Parent or any such Subsidiaries; (fj) Debt assumed in the form of accounts payable connection with an Acquisition permitted by Section 10.13; provided that (i) such Debt existed prior to trade creditors for goods or services such Acquisition and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecreated in contemplation of or in connection with such Acquisition, in (ii) the aggregate outstanding principal amount of all Debt permitted by this Section 10.2(j) shall not exceed 4% of Consolidated Net Worth, as measured on a pro forma basis at the time of each case such incurrence, (iii) such Debt shall not be incurred in when a Default or Event of Default exists or would result therefrom, and (iv) prior to such incurrence the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance Parent shall deliver to the Agent an Officer's Certificate setting forth calculations evidencing pro forma compliance with GAAPSection 10.14; (gk) Debt arising from of the endorsement Parent incurred to finance the expansion, improvement and development of instruments for collection in the ordinary course Houston Distribution Center; provided that (i) such Debt is incurred at or prior to the commercial operations following completion of businesssuch expansion, improvement and development and (ii) the aggregate amount of Debt permitted by this clause (k) shall not exceed U.S. $30,000,000 at any time outstanding; (hl) the Hedging Obligations of the Parent and any Restricted Subsidiary that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Debt consisting that is permitted by this Agreement to be outstanding or any receivable or liability the payment of liabilities incurred which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Debt or any receivable or liability to which such Hedging Obligation relates; provided that such obligations are entered into in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on to hedge or mitigate risks to which the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding Parent or any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred Restricted Subsidiary is exposed in the ordinary course conduct of its business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting or the management of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business;its liabilities; and (m) unsecured Debt consisting the letters of credit identified on Schedule 10.2 attached hereto, without giving effect to any purchase price adjustments extension, renewal, replacement or increase to which a seller may become entitled to the extent any such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance letter of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchasecredit; ; provided, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thathowever, in no event shall the aggregate principal amount thereof shall not of Debt (excluding Debt permitted by Section 10.2(a), (c), (i) and (l)) of the Non-Guaranteeing Restricted Subsidiaries exceed U.S. $5,000,000 2,000,000 at any one time outstanding. For purposes of this Section 10.2, any Debt (1) which is extended, renewed or refunded shall be deemed to have been incurred when extended, renewed or refunded, (2) of a Person (other than the Parent or a Restricted Subsidiary) when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(c) and which is owing to a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have also been incurred at that time, (4) of a Restricted Subsidiary which is owing to the Parent or any other Restricted Subsidiary shall be deemed to also have been incurred at the time the Parent or such other Restricted Subsidiary disposes of such Debt to any Person other than the Parent or a Restricted Subsidiary, and (5) which is Debt of the Parent or a Restricted Subsidiary consisting of a reimbursement obligation in respect of a letter of credit or similar instrument shall be deemed to be incurred when such letter of credit or similar instrument is issued.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than of the following (collectivelyParent’s Subsidiaries, the “Permitted Debt”):except: (a) Debt under the ObligationsCredit Documents; (b) intercompany Debt incurred obligations (contingent or otherwise) existing or arising under any Swap Contract entered into by such Person in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to for the Obligations purpose of hedging currency, commodity or interest rate risk and is also permitted under Section 6.3not for purposes of speculation or taking a “market view”; (c) Debt consisting for standby letters of sureties credit issued to secure liabilities under Primary Policies or bonds and similar obligations 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection Reinsurance Agreements entered into in the ordinary course of business; (hd) Debt consisting owed by any Subsidiary to the Parent or any of liabilities incurred in its Subsidiaries; provided that if such Debt is owed by an Affected Party such Affected Party’s Debt, if any, is subordinate to Debt under this Agreement and under the ordinary course Harbor Point Credit Agreement (including any Guarantees of business under workers’ compensation claims required by Governmental Authoritysuch Debt) on terms satisfactory to the Administrative Agent; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (je) 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 of any expenses or premium incurred Subsidiary in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, securities lending arrangements with financial institutions in the ordinary course of business; (mf) Debt in connection with Total Return Equity Swaps provided the total aggregate amount outstanding at any time does not exceed an amount equal to 10% of the Investment Portfolio; (g) unsecured Debt consisting of any purchase price adjustments Max US Holdings and its Subsidiaries not to exceed $150,000,000; (h) Debt of Max UK for standby letters of credit which a seller have been, or may become entitled from time to time in the extent such payment is determined by a closing purchase price adjustment or such payment depends on future be, issued to provide funds at Lloyd’s to support Lloyd’s syndicate commitments of Max UK and its Subsidiaries; (i) Debt under the positive performance of the Harbor Point Credit Parties after the closing Agreement including Guarantees of such purchase so long as Debt; (j) Debt not included in clauses (a) through (i), provided that the aggregate amount of all such payment is Debt at any one time outstanding does not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueexceed $150,000,000; and (nk) unsecured Debt not otherwise permitted arising under Guarantees made by any Subsidiary of Debt owed by any of its Subsidiaries of the preceding provisions type described in clauses (a) through (j) above, provided that if such Guarantee guarantees Debt of this Section 6.1; provided thata Credit Party, such Subsidiary has also guaranteed the aggregate principal amount thereof shall not exceed $5,000,000 at any timeobligations of such Credit Party hereunder.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt evidenced by this Agreement and the Obligationsother Loan Documents; (b) intercompany 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 ordinary course of business owed by any Credit Party Intercompany Subordination Agreement) to any other Credit Party; provided that such Debt is be subordinated to the Obligations and is also permitted under Section 6.3Loans on substantially the same terms as set forth in the Intercompany Subordination Agreement; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (hd) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or any Subsidiary to a Loan Party, (ii) customary take-or-pay any Loan Party to any other Loan Party, (iii) any Restricted Subsidiary of 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; (e) Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations contained in supply agreements, in each case, 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 under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party or Subsidiary; (k) 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) unsecured other Debt consisting 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 purchase price adjustments such other Debt; (n) Debt incurred by any CLO Management Subsidiary in connection with, or otherwise to which a seller may become entitled 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 extent such payment Debt is determined permitted pursuant to clause (p) of this Section 6.1); (o) guaranties by a closing purchase price adjustment Loan Parties or other Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (p) Debt incurred by any Unrestricted Subsidiary; provided, that any such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as Debt is non-recourse to any Loan Party or any Restricted Subsidiary; (aq) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when duePurchase Money Debt; and (nr) unsecured Debt incurred by the Borrower and 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 otherwise 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) not guaranteed by any Loan 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 preceding provisions proportionate amount of this such Debt based on the Loan Parties’ and each such other Subsidiary’s aggregate economic ownership interests in such Subsidiary, and (ii) 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; provided that6.1 (and Section 6.2, if applicable) 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 underlying Debt, the aggregate principal amount thereof of such Debt guaranteed by the Loan Parties and/or each such other Subsidiary that is not permitted under Section 6.1 (and Section 6.2, if applicable) pursuant to a clause that is not subject to a dollar cap (Debt excluded pursuant to this proviso shall not exceed $5,000,000 at any timebe excluded from the calculation of Debt for purposes of determining compliance with this Section 6.1 (and Section 6.2, if applicable)).

Debt. No Credit Party shallNot, nor shall it and not permit any other Loan Party or any Subsidiary of its Subsidiaries any Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings and Intermediate Holdings) and their Subsidiaries secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of business owed all such Debt at any time outstanding shall not exceed $750,000; (i) Debt of Borrower to any other Borrower, (ii) Debt of any Loan Party to Borrower or (iii) Debt of Borrower to any Loan Party, (iv) Debt of Holdings or Intermediate Holdings to Borrower to the extent such Debt could otherwise be made as a restricted payment permitted by Section 11.4 and (v) Debt of any Credit Subsidiary that is not a Guarantor to any Loan Party and Debt of any Loan Party to any other Credit PartySubsidiary that is not a Guarantor in an aggregate amount outstanding not to exceed $1,000,000 less that amount of Investments made pursuant to Section 11.11(c); provided that if such Debt is shall be evidenced by a note, it shall be a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to 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 Loan Parties under the Loan Documents (including the Obligations and is also permitted of Borrower under Section 6.3; (cthis Agreement) Debt consisting of sureties or bonds and similar obligations provided in a manner reasonably satisfactory 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 PropertiesAdministrative Agent; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in respect of surety or appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the form account of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred any Loan Party in the ordinary course of business, unless contested including guarantees or obligations of any Loan Party with respect to letters of credit supporting such surety or appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in good faith each case other than for an obligation for money borrowed); (e) Debt arising from the honoring by appropriate proceedings and adequate reserves 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; (f) Debt arising in connection with endorsement of instruments for such items have been made deposit in accordance with GAAPthe ordinary course of business; (g) Debt arising from Contingent Liabilities to financial institutions, in each case to the extent in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes and other customary, Contingent Liabilities of the Loan Parties incurred in the ordinary course of business; (h) Debt consisting of liabilities accrued and unpaid management fees, operator costs or expenses under the Management Agreement; (i) Debt consisting of any final judgment rendered against any Loan Party that has not been paid, discharged or vacated or had execution thereof stayed pending appeal prior to such final judgment constituting an Event of Default in accordance with Section 13.1.8; (j) Hedging Obligations incurred for bona fide hedging purposes and not for speculation in form and substance reasonably satisfactory to Administrative Agent; (k) Debt described on Schedule 11.1(a) and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (l) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (m) Contingent Liabilities arising with respect to (i) customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5, and (ii) the guaranty by a Loan Party of a lease, sublease, license or sublicense entered into in the ordinary course of business under workers’ compensation claims required by Governmental Authorityanother Loan Party; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jn) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation solely to employees of the Credit Parties incurred finance Borrower’s insurance premiums under insurance policies maintained by Borrower in the ordinary course of business for insurance required under this Agreement in an aggregate amount at any time outstanding not to exceed $1,000,000the premiums owed under such policy; (lo) Debt consisting arising out of (i) the financing judgments, attachments or awards not resulting in an Event of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businessDefault; (mp) Accretion of interest paid in kind on Debt permitted hereunder; (q) any guarantee by Holdings or Intermediate Holdings of Debt or other obligations of the Borrower otherwise permitted under this Agreement; (r) unsecured Debt consisting of Holdings or its Subsidiaries subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent in its reasonable discretion owing to any former director, officer or employee of Holdings, the Borrower or its Subsidiaries, in connection with the termination of their employment or appointment, or their respective assigns, estates, heirs or their current or former spouses for the repurchase, redemption or other acquisition or retirement for value of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined Capital Securities of Holdings held by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as them; (as) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.Existing Earn-Out Obligations;

Debt. No Credit Party shallNone of the Loan Parties shall at any time create, nor shall it incur, ---- assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) in the case of Universal, (A) the ObligationsJunior Notes, (B) the Stirling Notes, (C) the redemption obligations set forth in Section 5.02(g)(ii)(B), and (D) Debt under the Loan Documents. (ii) in the case of the Borrower, (A) the Subordinated Notes; and (B) subordination agreement in substantially the form of Exhibit H hereto (an "Intercompany Subordination Agreement") executed by ------------------------------------ the Borrower and each such Subsidiary and (2) is evidenced by a promissory note in form and substance reasonably satisfactory to the Agent, which shall be pledged under the terms of the Collateral Documents to the Agent, on behalf of the Secured Parties, immediately upon its creation. (iii) in the case of the Borrower and its Subsidiaries, (A) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate $8,000,000 at any time outstanding and the amortization of which shall not exceed $1,600,000 in any 12-Fiscal Month period, (B) Debt under the Loan Documents; (bC) intercompany Debt owed to Glenoit Assets Corp. by ▇▇▇▇▇ provided, -------- however, that any such Debt (1) shall be incurred in the ordinary ------- course of ▇▇▇▇▇' business and (2) shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Agent, which shall be pledged under the terms of the Collateral Documents to the Agent, on behalf of the Secured Parties, immediately upon its creation; (D) Debt owed to the Borrower by any Credit Party to any other Credit Partywholly owned U.S. Subsidiary; provided provided, however, that such Debt is subordinated shall be evidenced -------- ------- by a promissory note in form and substance reasonably satisfactory to the Obligations and is also permitted Agent, which shall be pledged under Section 6.3; (c) Debt consisting the terms of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements Collateral Documents to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past dueAgent, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as behalf of the date of such extension or refinancing; Secured Parties, immediately upon its creation; (kE) Surviving Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000Borrower and its Subsidiaries; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed secured by any Credit Party to any other Credit PartyLiens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $5,000,000; (c) Debt consisting of sureties or bonds and similar obligations provided the Company to any Governmental Authority domestic Wholly-Owned Subsidiary or other Person and assuring payment Debt of contingent liabilities 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 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 PropertiesCompany hereunder; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any timeSubordinated Debt; (e) Hedging Arrangements to the extent Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not prohibited under Section 6.15for speculation; (f) Debt in described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as 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 principal amount thereof 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 GAAPincreased; (g) the Debt arising from to be Repaid (so long as such Debt is repaid on the endorsement Closing Date with the proceeds of instruments for collection in the ordinary course of businessinitial Loans hereunder); (h) Debt consisting Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers or which need not be recorded as liabilities incurred on a balance sheet in the ordinary course of business accordance with GAAP in connection with Acquisitions permitted under workers’ compensation claims required by Governmental Authority;Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (i) without duplicationother unsecured subordinated Debt, guarantees of in addition to the Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensionslisted above, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate outstanding amount not to exceed at any time exceeding $1,000,000; 10,000,000 (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course case of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the convertible notes, in an aggregate outstanding amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $100,000,000.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (bi) intercompany Debt incurred in the ordinary course of business owed by Senior Notes and the Senior Notes Guarantees and any Credit Party to any other Credit PartyPermitted Refinancing thereof; provided that the aggregate principal amount of all such Debt is subordinated at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Obligations Closing Date and is also permitted under Section 6.3described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt consisting of sureties the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or bonds and similar obligations (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party that, in connection with the operation of its Oil and Gas Propertiesall cases under this clause (c), including all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to plugging, facility removal the term and abandonment of its Oil and Gas Propertiespurpose thereof); (d) Purchase Money Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or Capital Leases in any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an aggregate principal amount not Intercompany Note and pledged by such Loan Party as Collateral pursuant to exceed $5,000,000 at any timethe Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Hedging Arrangements to Debt incurred after the extent not prohibited Closing Date and secured by Liens expressly permitted under Section 6.157.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000325,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt in at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the form principal amount of accounts payable to trade creditors for goods all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000325,000,000 or services 7.5% of the Consolidated Tangible Assets of the Borrower and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPits Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt arising from not to exceed $100,000,000150,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of which financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the Leverage Ratio shall not exceed the ratio specified in Section 7.16(a) for such last day (it being understood that if such last day is prior to December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on comprised of indemnities given by the Closing Date Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and set forth assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in Schedule 6.1 including extensions, replacements accordance with this Agreement and refinancings thereof which do not increase covering liabilities incurred by the principal amount (excluding any expenses Borrower or premium incurred its applicable Subsidiary in connection with any such extension, replacement or refinancing) respect of such Debt as of 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 extension sale, lease, transfer or refinancingother disposition; (k) Debt representing deferred compensation to employees comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Credit Parties Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the ordinary course related sale, lease, transfer or other disposition; (i) secured and unsecured Debt of business Non-Guarantor Subsidiaries in an aggregate amount not to exceed $1,000,000300,000,000 at any time outstanding and (ii) secured and unsecured Debt ofand Foreign Subsidiaries in an aggregate amount not to exceed $150,000,0001,000,000,000 at any time outstanding; (lm) Debt consisting comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (in) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, Debt under Cash Management Agreements and similar arrangements in each case, case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (mo) unsecured Debt consisting in connection with Permitted Receivables Financings; (p) Debt of any purchase price adjustments Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to which Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a seller may become entitled to the extent such payment Non-Guarantor Subsidiary or (ii) Debt that is determined secured by a closing purchase price adjustment or such payment depends Lien on the positive performance assets of the Credit Parties after the closing Borrower or any of such purchase so long as (a) the amount of such payment is its Subsidiaries does not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueexceed $200,000,000 at any time outstanding; and (nq) unsecured Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not otherwise permitted result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the preceding provisions importation of this Section 6.1goods. (r) Permitted Ratio Debt and any Permitted Refinancing thereof; (s) the New Senior Notes and the New Senior Notes Guarantees and any Permitted Refinancing thereof; provided that, that the aggregate principal amount thereof of all such Debt at any one time outstanding pursuant to this Section 7.2(s) shall not exceed $5,000,000 1,250,000,000; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or any of its Subsidiaries in connection with the Acquisition, or any other Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; and (v) Debt incurred by a Foreign Subsidiary under a letter of credit facility in an aggregate amount not to exceed $100,000,000 at any timetime outstanding; provided that on a Pro Forma Basis after giving effect to any such incurrence (and assuming that the maximum amount of letters of credit thereunder are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligations;case of the Borrower, (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fA) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (B) Debt owed to a Loan Party; and (C) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, unless contested (2) the Borrower shall be in good faith pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by appropriate proceedings the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and adequate reserves for (6) such items have been made Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with GAAPthe terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (gE) So long as no Default has occurred and is continuing, other unsecured Debt arising from of the endorsement Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt set forth on Schedule 5.02(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hI) Debt consisting in respect of liabilities incurred in the ordinary course letters of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business credit in an aggregate amount not to exceed $1,000,00010,000,000 at any time outstanding; (lJ) Debt consisting in respect of (i) indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businessLoan Parties and their respective Subsidiaries; (mK) unsecured Debt consisting Obligations in respect of any purchase price adjustments to which a seller may become entitled the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such payment is determined by a closing purchase price adjustment or such payment depends plan are on the positive performance Borrower’s balance sheet; (L) Guarantee obligations of the Credit Parties after Guarantors in respect of Debt of the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties Borrower permitted pursuant to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueSection 5.02(b)(i)(C); and (nM) unsecured Permitted Convertible Indebtedness; provided, that (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, (B) the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer, in form and detail reasonably satisfactory to the Administrative Agent, confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 5.04 after giving effect thereto on a pro forma basis, (C) such Debt is not at any time guaranteed by any Subsidiary that is not a Guarantor, (D) the terms thereof may not restrict, limit or otherwise permitted encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (E) no such Debt shall (x) have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the preceding provisions date that is 91 days after the Termination Date with respect to the Revolving A Credit Facility or (y) be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of this Section 6.1; provided principal (including early conversion triggers) other than those that, in the aggregate principal amount thereof Borrower’s good faith judgment, are customary for such Debt (it being understood that any mandatory redemption, mandatory repurchase or other mandatory prepayments contained in the 2021 Convertible Notes shall not exceed $5,000,000 at any timebe deemed customary in the Borrower’s good faith judgment).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except for: (a) Debt under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business inter-company indebtedness between Borrower and a Subsidiary or between any two or more Subsidiaries so long as any such inter-company indebtedness owed by any Credit Party Borrower or a Principal Subsidiary to any other Credit Party; provided that such Debt a Principal Subsidiary is subordinated to the Obligations and is also permitted under Section 6.3Loans pursuant to a subordination agreement in the form of Exhibit J; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 PropertiesNon-Recourse Debt; (d) Purchase Money Debt arising under any Hedge Agreements permitted under Section 7.15; (e) any Permitted Private Placement Debt and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such Permitted Private Placement Debt; (f) direct or Capital Leases contingent obligations under Outside Letters of Credit that are Financial Letters of Credit in an aggregate amount not to exceed $25,000,000 at any time; (g) unsecured liabilities of Borrower arising from the bond or undertaking required under Section 6.17; (h) any Debt deemed to exist with respect to any transaction permitted pursuant to Section 7.5; (i) the “Guaranteed Obligations” under the Revolving Credit Agreement, provided that the “Outstanding Obligations” thereunder do not exceed $700,000,000 in principal amount outstanding at any time, and any guaranty thereof made by any Guarantor Subsidiary in favor of the holders of such “Guaranteed Obligations”; and (j) Debt not otherwise permitted under clauses (a) through (i) above in a principal amount not to exceed $5,000,000 150,000,000 outstanding at any time; time that is either secured (e) Hedging Arrangements to the extent not prohibited as permitted under Section 6.15; (f7.1) Debt or unsecured and any guaranty thereof made by any Guarantor Subsidiary in favor of the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) holders of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeDebt.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, and (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, (C) Debt under the Note Purchase Agreement evidenced by the Senior Notes in a principal amount not to exceed $180,000,000 plus, to the extent not otherwise utilized pursuant to clause (H) of this Section 5.02(b)(iii), $190,000,000, (D) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (E) non-recourse Debt secured by Liens permitted by Section 5.02(a)(v), (F) Debt in respect of 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 (G) 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), 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 and, in the case of the Senior Notes, are on terms no less favorable in any manner become liable, directly, indirectly, material respect to the Loan Parties or contingently in respect of, any Debt other the Lender Parties than the following (collectivelyterms of the Senior Notes being extended, the “Permitted Debt”):refunded or refinanced. (aH) the Obligations; (b) intercompany other unsecured Debt incurred in the ordinary course of business owed by and Capital Lease Obligations aggregating not more than $10,000,000 at any Credit Party to time outstanding other than Contingent Obligations of the Borrower or any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including Restricted Subsidiary with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money any Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at other obligation of any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsUnrestricted Subsidiary; provided, in each case, that the Borrower shall be in pro forma compliance with the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the extent Lender Parties pursuant to Section 5.03 and as though such payment is determined Debt or Capital Lease Obligations had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a closing purchase price adjustment or such payment depends on the positive performance certificate of the Credit Parties after Chief Financial Officer (or person performing similar functions) of the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties Borrower delivered to the purchase or (b) once the amount of Paying Agent demonstrating such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timecompliance.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) [reserved]; (iii) [reserved]; (iv) Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 5.02(b)(vii), $25,000,000 at any time outstanding; (v) to the extent constituting Debt, payment or guaranty obligations under any Commodity Hedge and Power Sale Agreements to the extent permitted under Section 5.02(l); (vi) Debt owed to any Loan Party or MACH Gen, which Debt shall (x) constitute Pledged Debt, (y) be on terms reasonably acceptable to the Administrative Agent and (z) be otherwise permitted under Section 5.02(f); (vii) (x) Capitalized Leases not to exceed in the aggregate, when taken together with any manner become liableoutstanding Debt permitted to be incurred pursuant to Section 5.02(b)(iv), directly$25,000,000 at any time outstanding, indirectlyand (y) in the case of Capitalized Leases to which any Subsidiary of the Borrower is a party, or contingently Debt of the Borrower of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (viii) to the extent constituting Debt, Debt in respect ofof performance bonds, any Debt other than the following (collectivelybid bonds, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party not in connection with the operation Debt for Borrowed Money; (ix) other unsecured Debt of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (dA) Purchase Money Debt or Capital Leases Athens in an aggregate principal amount not to exceed $5,000,000 at any time; one time outstanding and (eB) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Loan Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) 25,000,000 at any one time outstanding; provided that the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the aggregate amount of such payment is not determinable by the parties Debt incurred pursuant to the purchase or this clause (bix) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.25,000,000; (x) other unsecured Debt of the Loan Parties issued in settlement of delinquent obligations of the Loan Parties or disputes between the Loan Parties and other Persons under Contractual Obligations of the Loan Parties (other than in respect of Debt);

Debt. No Credit Party shallBorrower shall not, nor and shall it not permit any of its Subsidiaries Guarantor to, create, incur, assume, incur, suffer or permit to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following except (collectivelyi) Borrower's Obligations, the “(ii) Guarantor's Obligations, (iii) Permitted Senior Debt”): , (aiv) the Obligations; (b) intercompany Debt incurred in of Borrower to a Guarantor or the ordinary course debt of business owed by any Credit Party Guarantor to Borrower or any other Credit Party; provided that such Debt is subordinated Guarantor arising after the date hereof pursuant to the Obligations and is also loans permitted by Congress Agent under Section 6.3; 9.10(g) of the Congress Loan Agreement, (cv) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred entered into in the ordinary course of business under workers’ compensation claims required by Governmental Authority; interest rate protection agreements which is either (iA) without duplication, guarantees of unsecured Debt otherwise permitted under this Section 6.1; or (jB) Debt existing on to Congress Agent, Congress Lenders or any of their Affiliates which is secured by the Closing Date Congress Liens, but as to which additional Congress Reserves are actually established and set forth maintained pursuant to, and in Schedule 6.1 including extensionsaccordance with, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancingSection 1.117(xx) of such Debt the Congress Loan Agreement (as in effect as of the date of such extension or refinancing; this Loan Agreement), (kvi) unsecured Debt representing deferred compensation to employees of arising after the Credit Parties incurred date hereof in the ordinary course of business pursuant to guarantees in an aggregate amount not to exceed $1,000,000; (l) Debt consisting favor of (i) the financing of insurance premiums third parties by Borrower or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance Guarantor of the Credit Parties after the closing obligations of its customers under leases of real property from such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the third parties to such purchasecustomers, provided that the maximum aggregate amount that the Obligors may be required to pay pursuant to all such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof guarantees in any fiscal year shall not exceed $5,000,000 at 2,500,000, (vii) unsecured Debt arising after the date hereof to any timethird person not to exceed in the aggregate $2,500,000, (viii) Debt arising after the date hereof issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute Permitted Purchase Money Debt, (ix) Debt, existing as of the date hereof, which consists of unsecured obligations to pay the deferred purchase price of property or services and which is set forth on Schedule 7.1 attached hereto and (x) other unsecured Debt, existing as of the date hereof, which is set forth on Schedule 7.1 attached hereto.

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries other Loan Party to, incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsObligations arising under the Loan Documents or any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) intercompany Debt incurred under Capital Leases not to exceed the greater of (x) $5,000,000 and (y) 2.5% of the then-effective Borrowing Base; (c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil of, or provision for the abandonment and Gas Propertiesremediation of, including with respect to plugging, facility removal and abandonment of its the Oil and Gas Properties; (d) Purchase Money intercompany Debt between the Borrower and any Guarantor or Capital Leases between Guarantors to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Revolving Facility Security Instrument) to any Person other than the Borrower or one of the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in an aggregate principal amount not to exceed $5,000,000 at any timethe Guarantee Agreement; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (f) other unsecured Debt not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base in the aggregate at any one time outstanding; (g) unsecured senior notes or unsecured senior subordinated notes of the Borrower, and any guarantees thereof; provided that: (i) immediately after giving effect to the incurrence of any such Debt, on a pro forma basis, the Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that this clause (i) shall not apply to the incurrence of any such Debt that constitutes a refinancing of the Obligations or of other Debt incurred pursuant to this Section 9.02(g) to the extent that the aggregate principal amount of such refinancing Debt does not exceed the then outstanding principal amount of the refinanced Debt other than an increase in the principal amount as a result of fees and expenses related to the refinancing of such Debt; (ii) both immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not have any scheduled principal amortization in excess of 1.0% of the principal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or a date of mandatory Redemption in full sooner than the date which is 180 days after the Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control tender offer provisions and (B) customary asset sale tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to the Obligations); (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not more restrictive, taken as a whole, on the Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other economic terms), (B) are 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 reasonably determined by the Borrower and (C) do not require (1) the maintenance or achievement of any financial performance standards or (2) other covenants that, in the case of this clause (2), taken as a whole, are more restrictive on the Loan Parties than the terms of this Agreement and the other Loan Documents, other than as a condition to taking specified actions; (viii) 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(q); and (x) any mandatory prepayments required pursuant to Section 3.04(c) shall have been made; (h) Debt of any Loan Party consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityobligations to pay insurance premiums; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; 1,000,000 representing deferred compensation (lwhether such deferred compensation is to be cash or stock-based compensation) Debt consisting of (i) employees or directors of the financing of insurance premiums Borrower or (ii) customary take-or-pay obligations contained in supply agreements, in each case, its Affiliates incurred in the ordinary course of businessbusiness or Debt to current or former directors and employees of the Borrower or its Affiliates, their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 9.04; (mj) unsecured Debt consisting arising under the Revolving Facility Loan Documents or any guarantee of any purchase price adjustments to which a seller may become entitled to or suretyship arrangement for the extent such payment is determined by a closing purchase price adjustment or such payment depends on Revolving Facility Obligations arising under the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when dueRevolving Facility Loan Documents; and (nk) unsecured Debt not otherwise Revolving Facility Obligations arising under Swap Agreements permitted under the preceding provisions of this by Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time9.18.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt evidenced by this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Loan Party; , provided that at the time of incurrence of such Debt is subordinated to and after giving pro-forma effect thereto, the Obligations 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 also permitted under Section 6.3continuing at the time of such incurrence; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (hd) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums any Subsidiary to Borrower or to any Guarantor, (ii) customary take-or-pay Borrower or any Guarantor to any other Borrower or any Guarantor, or (iii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (e) Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations contained in supply agreements, in each case, 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 under Back-to-Back Lending Facilities, in an aggregate principal amount not to exceed $50,000,000; (j) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party; (k) 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; and (m) unsecured other Debt consisting of the Subsidiaries (other than any Loan Party) in an aggregate principal amount for all such Subsidiaries not to exceed $40,000,000 at any one time and so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any purchase price adjustments such other Debt; (n) Debt (not to which exceed $200,000,000 for all such Foreign Subsidiaries at any one time) incurred by any Foreign 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 the Borrower or any Loan Party (provided, no Subsidiary other than a seller may become entitled Foreign Subsidiary shall be liable for such Debt except to the extent such payment Debt is determined permitted pursuant to clause (m) above); (o) guaranties by a closing purchase price adjustment Loan Parties or such payment depends on other Subsidiaries in respect of real estate lease obligations incurred in the positive performance ordinary course of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when duebusiness; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, suffer to existguarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsObligations and any other Debt evidenced by this Agreement and the other Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Capitalized Lease Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made an aggregate outstanding amount not in accordance with GAAPexcess of $250,000 at any one time; (gc) Debt arising Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (hd) Permitted Acquired Indebtedness; (e) Debt in respect of Earn-Out Arrangements, not to exceed $2,000,000 in the aggregate at any time, and Seller Notes incurred in connection with a Permitted Acquisition; (f) Debt consisting of liabilities loans or advances from time to time made by Ultimate Parent or its Subsidiaries to JMP Securities in an aggregate outstanding amount at any one time not to exceed $15,000,000; (g) Debt incurred by JMP Securities and owed to Agent consisting of loans or advances from time to time made in connection with underwriting advances or lines of credit that are subject to the ordinary course applicable FINRA form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable FINRA rules or under SEC Rule 15c3-1, so long as (y) no Event of business Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $15,000,000 of such loans is funded from the direct or indirect proceeds of a Borrowing under workers’ compensation claims required by Governmental Authoritythis Agreement; (h) [Intentionally omitted]; (i) without duplicationAdvances by any Subsidiary of Ultimate Parent to Ultimate Parent, guarantees any Subsidiary or Affiliate of Ultimate Parent or any Excluded Fund for the purpose of funding overhead and other operating expenses, so long as (x) the aggregate amount of such advances made by a Loan Party during any fiscal year of Ultimate Parent does not exceed $1,000,000 and (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt otherwise permitted under this Section 6.1is proposed to be incurred or would result therefrom; (j) Intercompany Debt existing on advanced by a Loan Party to a domestic Loan Party, so long as such domestic Loan Party is party to the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancingIntercompany Subordination Agreement; (k) Guarantees by any Loan Party of any Debt representing deferred compensation to employees of the Credit Parties incurred any other Loan Party otherwise permitted hereunder (in the ordinary course of business in an aggregate amount not to exceed $1,000,000each case, other than Permitted Acquired Indebtedness); (l) Debt consisting Reimbursement obligations in respect of letters of credit issued after the Final Revolving Commitment Termination Date, to the extent that CNB elects not to issue such letters of credit under this Agreement (iit being understood that if CNB does not notify Borrower that it has elected to issue such letters of credit under this Agreement within four (4) Business Days after the financing date when CNB receives a written request therefor from Borrower, CNB shall be deemed to have elected not to issue the requested letter of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businesscredit); (m) unsecured any Refinancing Debt consisting in respect of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends Debt identified on the positive performance of the Credit Parties after the closing of such purchase so long as Disclosure Statement with respect to this Section 6.1, or Debt described above in clauses (ab), (d) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when duel); and (n) unsecured other Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the 6.1 in an aggregate principal amount thereof shall not to exceed $5,000,000 2,000,000 at any timeone time outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toIncur, create, assume, incur, suffer assume or permit to exist, directly or indirectly, any Debt, except: (i) Debt owed to Borrower or to a wholly owned Subsidiary of Borrower permitted by Section 5.02(h)(vi); (ii) Debt existing on or anticipated to be incurred on or about the Closing Date and described on Schedule 5.02(c)(ii) hereto or listed in the Side Letter; (iii) Debt incurred under this Agreement and the other Loan Documents; provided that the incurrence of Incremental Term Loans is subject to the additional conditions thereto set forth in Section 2.17; (iv) Debt of a Person existing at the time such Person is merged into or consolidated with Borrower or a Subsidiary of Borrower or becomes a Subsidiary of Borrower in connection with a Permitted Acquisition; provided that such Debt is not created in contemplation of such Permitted Acquisition; (v) Debt in respect of Purchase Money Obligations, Capital Lease Obligations and other Debt not otherwise permitted hereunder which, together with Debt secured by Liens permitted under Section 5.02(a)(vii), does not exceed an aggregate principal amount of $100,000,000 at any time outstanding and any guarantee of Debt in respect thereof; (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vii) (A) Debt of Borrower and its Subsidiaries owing to the seller in any Permitted Acquisition and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A) and any refinancings thereof, exceed more than $100,000,000 in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100,000,000 for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the dividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to Borrower’s shareholders permitted pursuant to Section 5.02(b)(iv); (viii) to the extent constituting Debt, obligations in respect of net working capital adjustments and/or earn out arrangements pursuant to a Permitted Acquisition; (ix) any manner become liable, directly, indirectlyDebt extending the maturity of, or contingently refunding or refinancing, in respect ofwhole or in part, any Debt other than the following permitted by clauses (collectively, the “Permitted Debt”): c)(ii) or (aiv) above or clauses (c)(xv) or (xviii) below (or this clause (ix)); provided that (A) the Obligationsprincipal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, plus the amount of any accrued and unpaid interest and premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) no portion of such refinancing Debt matures prior to the earlier of the maturity date of the Debt being refinanced and the date that is six months after the Tranche B Maturity Date and (C) the direct and contingent obligors with respect to such Debt are not changed (except that any refinancing Debt may provide for guarantees by the Guarantors; provided that any such guarantees are on a subordinated basis to such Guarantor’s obligations under the Guarantee); provided that refinancings of the Medium Term Notes with proceeds of Delayed Draw Tranche B Advances shall be deemed incurred under clause (iii) above; (bA) intercompany Debt in respect of Hedging Obligations (other than Secured Hedging Obligations) that does not exceed $25,000,000 in an aggregate principal amount outstanding at any time; provided, however, that such limitation shall not apply to Hedging Obligations with respect to the PHONES and (B) Debt in respect of Secured Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices; provided that all Hedge Agreements shall be entered into in the ordinary course of business or as required by this Agreement and not for speculative purposes; (xi) to the extent constituting Debt, (A) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and (B) obligations in respect of bank overdrafts not more than five Business Days overdue, in each case, incurred in the ordinary course of business owed by business; (xii) to the extent constituting Debt, indemnification obligations and other similar obligations of Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of Borrower or any Credit Party of its Subsidiaries extended in the ordinary course of business; (xiii) Guaranteed Debt with respect to payment obligations of any other Credit Partywholly owned Subsidiary in respect of Debt otherwise permitted under this Section 5.02(c); provided that such Debt is subordinated to no Subsidiary shall guarantee the Obligations and is also permitted under Section 6.3Existing Notes; (cxiv) Debt consisting owing to insurance companies to finance insurance premiums incurred in the ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Propertiesbusiness; (dxv) Purchase Money after consummation of the Acquisition, Borrower High Yield Notes or Borrower Acquisition Bridge Loans in an aggregate amount not to exceed (x) $4,205.0 million minus (y) the aggregate principal amount of Incremental Term Advances drawn, and any Guaranteed Debt or Capital Leases in respect thereof; (xvi) letters of credit (other than Letters of Credit) in an aggregate amount not to exceed $75.0 million; (xvii) prior to the consummation of the Acquisition, the ▇▇▇▇ Note and, after consummation of the Acquisition, the ▇▇▇▇ Sub Note (and any pay-in-kind interest thereon); (xviii) Debt incurred to finance the purchase of the TMCT Real Property in an aggregate principal amount not to exceed $5,000,000 at 175.0 million, and any timeGuaranteed Debt in respect thereof; (exix) Hedging Arrangements to the extent not prohibited under Section 6.15Junior Capital issued as part of a Special Contribution; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gxx) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with a Receivables Facility or the sale or financing of accounts receivable, and any such extensionGuaranteed Debt of a Receivables Subsidiary in respect thereof, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000450,000,000, incurred by Borrower or any of its Subsidiaries at any time outstanding; (lxxi) Debt consisting in an aggregate amount not to exceed $50,000,000 at any one time outstanding arising from agreements with any governmental authority or political subdivision or agency thereof relating to the construction of (i) buildings, and the financing purchase and installation of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsequipment, in each case, to be used in the ordinary course business of businessthe Companies; (mxxii) unsecured Debt consisting of Borrower or a Guarantor not otherwise permitted to be incurred hereunder that does not require any purchase price adjustments principal amortization prior to which a seller may become entitled maturity and matures no earlier than six months after the Tranche B Maturity Date; provided that (x) to the extent such payment Debt is determined incurred by a closing purchase price adjustment Guarantor or is guaranteed by a Guarantor, such Debt is subordinated in right of payment depends on the positive performance to such Guarantor’s Guarantee of the Credit Parties Obligations and (y) after giving effect to such transaction on a Pro Forma Basis, Borrower shall be in compliance with all covenants set forth in Sections 5.02(i)(A) and (B) as of the closing of most recent Test Period (assuming if such purchase so long as (a) the amount of such payment transaction is not determinable by the parties to be consummated prior to the purchase last day of the first Test Period for which the covenants in Sections 5.02(i)(A) and (B) are required to be satisfied, the levels required for such first Test Period shall be deemed to apply in determining compliance with such covenants for purposes of this clause (xxi)); (xxiii) Debt (that will be either unsecured or (bsecured in connection with a Related Transaction) once the of any Company not otherwise permitted to be incurred hereunder in an aggregate amount of such payment has been finally fixed and determined by the parties not to such purchase, such amount is paid when dueexceed $50,000,000; and (nxxiv) unsecured PDT Debt not otherwise permitted under in accordance with the preceding provisions definition of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time“Permitted Disposition Transaction.”

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, or any Excluded Subsidiary (other than Excluded Subsidiaries of the type referred to in clause (b) or (c) of the definition thereof) to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) Debt under the Loan Documents; (ii) to the extent constituting Debt, Obligations under the Contract Support Documents; provided that at no time shall any such Obligations constitute Contract Support First Lien Advances to the extent that the outstanding principal amount of such Contract Support First Lien Advances when taken together with the Maximum First Lien Claims under any Permitted Commodity Hedge and Power Sale Agreement then in effect exceed $475,000,000; LSP Gen Finance Special L/C Facility Agreement (iii) without duplication of clause (i) above, secured Debt under any manner become liableletter of credit facility (including, directly, indirectly, or contingently in respect ofwithout limitation, any Debt other than incurred under any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes, but excluding any letters of credit issued under the following (collectivelyworking capital facility under the First Lien Credit Agreement) that supports Obligations of the Loan Parties under the Purchase Agreement, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations Commodity Hedge and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority Power Sale Agreements or other Person and assuring payment of contingent liabilities of a Credit Party Obligations incurred in connection with the operation of its Oil and Gas Propertiesthe Projects, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 650,000,000 at any time; one time outstanding; provided that (eA) Hedging Arrangements to the extent not prohibited under Section 6.15; lender(s) or letter of credit issuer(s) (for agent on behalf of such lender(s) Debt in the form or letter of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) 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 any expenses or premium incurred in connection with any such extension, replacement or refinancingcredit issuer(s)) of such Debt as are party to the Intercreditor Agreement as, and shall have the obligations of a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the date of Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (C) such extension or refinancingDebt shall not mature earlier than the Maturity Date; (kiv) secured Debt representing deferred compensation to employees finance the acquisition of the Credit Parties incurred in the ordinary course of business Ontelaunee Project (including any Debt under any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes) in an aggregate amount not to exceed $1,000,000165,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder; (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents; (C) such Debt shall not mature earlier than the Maturity Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (lv) secured Debt in the form of term loans or revolving credit facilities (including any Debt under any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes) in an aggregate amount not to exceed $100,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents (as defined in the Intercreditor Agreement), (C) such Debt shall not mature earlier than the Maturity Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (vi) (A) Debt consisting under the First Lien Loan Documents in an aggregate principal amount that is not in excess of $1,090,000,000 plus the amount of any Debt incurred under the First Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iiii), (iv) the financing of insurance premiums or (iiv); and (B) customary takeDebt under the Second Lien LSP Gen Finance Special L/C Facility Agreement Loan Documents in an aggregate principal amount that is not in excess of $150,000,000 plus the amount of any Debt incurred under the Second Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iii), (iv) or (v); (vii) to the extent constituting Debt, obligations under (A) Contractual Obligations in effect as of the date hereof to the extent not constituting Debt for Borrowed Money and (B) Commodity Hedge and Power Sale Agreements to the extent permitted under Section 5.02(l). (viii) Debt secured by Liens permitted by clause (q) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 5.02(b)(ix), $75,000,000 at any time outstanding; (ix) Capitalized Leases not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 5.02(b)(viii), $75,000,000 at any time outstanding; (x) South Bay Lease Obligations; provided that the Borrower shall have taken the actions contemplated by Section 3.01(c)(ii); (xi) to the extent constituting Debt, payment obligations under Hedge Agreements designed to hedge against fluctuations in interest rates in respect of the Special L/C Facility and Second Lien Obligations incurred in the ordinary course of business and consistent with prudent business practice (it being acknowledged and agreed that any such Hedge Agreements entered into for the purpose of complying with Section 5.01(o) above shall be deemed to be permitted Debt under this clause (xi)); (xii) Debt owed to any Loan Party, which Debt shall (A) constitute Pledged Debt or Pledged Parent Debt, (B) be on terms reasonably acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 5.02(f); (xiii) in the case of any Non-orRecourse Subsidiary, Non-pay obligations contained Recourse Debt; provided that (A) before and after giving effect to the incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing, and (B) any Special Letter of Credit issued for the benefit of such Group II Portfolio Company shall be terminated, returned for cancellation or cash collateralized in supply agreementsan amount equal to 102.5% of the Available Amount thereof prior to or simultaneously with the incurrence of such Non-Recourse Debt; (A) Debt of a Person or Debt attaching to assets of a Person that, in either case becomes a Subsidiary of the Borrower and is a Guarantor hereunder or Debt attaching to assets that are acquired by the Borrower or any Guarantor as a result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were LSP Gen Finance Special L/C Facility Agreement acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by any Loan Party (other than any such Person that becomes a Guarantor hereunder) and (3) (x) the Equity Interests in such Person are or will be pledged to the First Lien Collateral Agent to the extent required under Section 5.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Person pursuant to Section 5.01(q) shall have been or will be taken; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Guarantor incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the Loan Party so incurring such Debt) or, in the case of any Debt of any Guarantor, by the Borrower, (2)(x) the Borrower pledges or will pledge the Equity Interests of such Acquired Person to the First Lien Collateral Agent to the extent required under extent required under Section 5.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Acquired Person pursuant to Section 5.01(q) shall have been or will be taken, (3) any such Debt is incurred prior to or within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of such Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 5.03(b) or 5.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the Special L/C Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled LSP Gen Finance Special L/C Facility Agreement maturity date of the Debt being refinanced, renewed or extended, and (IV) such Debt is subordinated to the Special L/C Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; (xvi) Debt arising from agreements of the Loan Party, any Guarantor or any of their Subsidiaries providing for indemnification, adjustment of purchase price, earn-out, non-complete, consulting, deferred compensation or other similar obligations in connection with any Permitted Acquisition or Asset Sale permitted in accordance with Section 5.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower, such Guarantor or such Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for the purposes of this clause (A)) and (B) in the case of any Asset Sale, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent change in value), actually received by the Borrower, such Guarantor or such Subsidiary in connection with such Asset Sale; (xvii) other unsecured Debt in an aggregate amount not to exceed $35,000,000 at any one time outstanding; (xviii) to the extent constituting Debt, Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of businessbusiness and not in connection with Debt for Borrowed Money; (mxix) unsecured Debt consisting in respect of any purchase price adjustments bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Hedge Agreements or Permitted Commodity Hedge and Power Sale Agreements; and (xx) Debt incurred to which Refinance the Working Capital Facility (as defined in the First Lien Credit Agreement) and any Debt permitted to be incurred under Section 5.02(b)(v) (a seller may become entitled to “Permitted Working Capital Refinancing”); provided that (A) the extent aggregate principal amount of such payment is determined by a closing purchase price adjustment or such payment depends on Debt does not exceed the positive performance sum of (1) the aggregate amount of the Credit Parties after commitments in respect of the closing of Working Capital Facility immediately prior to such purchase so long as refinancing plus (a2) an amount, when taken together with any Debt outstanding pursuant to Section 5.02(b)(v), not to exceed $100,000,000, plus (3) the amount of any accrued and unpaid interest in respect of such payment is not determinable by the parties to the purchase or outstanding principal amount plus (b4) once the amount of any reasonable fees and expenses incurred in connection with such payment has been finally fixed Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and determined have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is no LSP Gen Finance Special L/C Facility Agreement earlier than the Maturity Date, (D) such Permitted Working Capital Refinancing shall only be secured by the parties Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (E) to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, extent that the aggregate principal amount thereof of such Debt exceeds the sum of the aggregate principal amount of the commitments in respect of the Working Capital Facility immediately prior to such refinancing plus the amount of any accrued and unpaid interest in respect of such outstanding principal amount the amount of any reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall not exceed $5,000,000 at any time.have received a Ratings Reaffirmation; and

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fii) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (iii) Debt owed to a Loan Party; (iv) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, unless contested (2) the Consolidated Total Leverage Ratio shall not exceed 3.50 to 1.00 on a Pro Forma Basis and the Borrower shall otherwise be in good faith Pro Forma Compliance with the financial covenants set forth in Section 5.04, in each case after giving effect to the incurrence of such Debt, and shall provide the Administrative Agent and Lenders with a Pro Forma Compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by appropriate proceedings the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date and adequate reserves maturity of any other term loan or facility hereunder, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (6) such Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (v) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; (vi) so long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) in an aggregate principal amount not to exceed, at the time of incurrence of any such Debt (and measured after giving effect to the incurrence thereof), the greater of (x) $25,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for such items which financial statements have been made delivered pursuant to Section 5.03(b) or 5.03(c)); provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (vii) Capitalized Leases (other than those permitted by clause (x) below) in an aggregate principal amount not to exceed, at the time of incurrence of any such Capitalized Lease (and measured after giving effect to the incurrence thereof), the greater of (x) $25,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)), and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (vii); (viii) Debt of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with GAAPthe terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (and is not incurred in connection with or in contemplation of such Person becoming a Subsidiary of the Borrower), in an aggregate principal amount not to exceed, at the time of incurrence of any such Debt (and measured after giving effect to the incurrence thereof), the greater of (x) $25,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)); (gix) so long as no Default has occurred and is continuing, other unsecured Debt arising from of the Borrower in an aggregate principal amount not to exceed, at the time of incurrence of any such Debt (and measured after giving effect to the incurrence thereof), the greater of (x) $25,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)); provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (ix) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (ix) in the event that a Default has occurred and is continuing; (x) the Surviving Debt set forth on Schedule 5.02(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the 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; (xi) contingent obligations of the Loan Parties or any of their Subsidiaries in an aggregate principal amount not to exceed, at the time of incurrence of any such Debt (and measured after giving effect to the incurrence thereof), the greater of (x) $25,000,000 and (y) 10.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)); provided that such contingent obligations are unsecured; (xii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hxiii) Debt consisting in respect of liabilities incurred letters of credit in an aggregate principal amount not to exceed, at the ordinary course time of business under workers’ compensation claims required by Governmental Authorityincurrence of any such Debt (and measured after giving effect to the incurrence thereof), the greater of (x) $50,000,000 and (y) 15.0% of Consolidated EBITDA (as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b) or 5.03(c)); (ixiv) without duplication, guarantees Debt in respect of Debt otherwise permitted under this Section 6.1indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the Loan Parties and their respective Subsidiaries; (jxv) Debt existing obligations in respect of the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such plan are on the Closing Date Borrower’s balance sheet; (xvi) Guarantee obligations of the Guarantors in respect of Debt of the Borrower permitted pursuant to Section 5.02(b)(iv); (xvii) Permitted Convertible Indebtedness; provided, that (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (B) the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer, in form and detail reasonably satisfactory to the Administrative Agent, confirming the foregoing and demonstrating that the Consolidated Total Leverage Ratio does not exceed 3.50 to 1.00 and the Borrower is in compliance with the other financial covenants set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsSection 5.04, in each casecase after giving effect thereto on a Pro Forma Basis, (C) such Debt is not at any time guaranteed by any Subsidiary that is not a Guarantor, (D) the terms thereof may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (E) no such Debt (other than the 2021 Convertible Notes, in the ordinary course case of business; the maturity thereof) shall (mx) unsecured Debt consisting have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the date that is 91 days after the Termination Date with respect to the Revolving Credit Facility or maturity of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment other term loan or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase facility hereunder or (by) once be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal (including early conversion triggers) other than those that, in the amount of Borrower’s good faith judgment, are customary for such payment has been finally fixed and determined by Debt (it being understood that any mandatory redemption, mandatory repurchase or other mandatory prepayments contained in the parties to such purchase, such amount is paid when due2021 Convertible Notes shall be deemed customary in the Borrower’s good faith judgment); and (nxviii) unsecured other Debt not otherwise permitted under contemplated by the preceding provisions of this Section 6.1above provisions; provided thatthat (A) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (B) the aggregate principal amount thereof Consolidated Total Leverage Ratio shall not exceed $5,000,000 3.50 to 1.00 on a Pro Forma Basis after giving effect thereto, (C) such Debt shall not have a maturity or be subject to any amortization payments or any mandatory prepayments or sinking fund payments, in each case prior to the date that is at least six (6) months after the latest Termination Date and maturity of any timeother term loan or facility hereunder, (D) such Debt shall rank no higher than pari passu with the Obligations, (E) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document and (F) such Debt is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents and shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent.