Common use of Debt Clause in Contracts

Debt. The Sellers will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt arising under this Agreement or of the Borrower and its Restricted Subsidiaries existing on the date hereof and described in that is reflected on Schedule III hereto.9.02; (iic) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in each case incurred in the ordinary course of business; (d) Debt arising under Hedging Program.Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $5,000,000 in aggregate principal amount at any one time outstanding; (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (ive) Debt incurred under Supplemental Facilities to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount shall not to exceed [***] $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations required by Governmental Requirements in connection with the aggregate, provided that operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement. (viiih) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt evidenced which represents an extension, refinancing, or renewal of any of the foregoing; provided that, (i) the principal amount of such Debt is not increased (other than by one or more unsecured promissory notes incurred the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the redemptioninterest rate of such Debt is not increased, repurchase or other acquisition or retirement (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of capital stock such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the Sellersaverage weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (a) of the definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that that, (A) the total principal amount outstanding thereunder shall of such Debt is not exceed at increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any time [***]such extension, refinancing or renewal), (B) the payments under interest rate of such notes are made from Cash Dividends permitted under Section 13(1)Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto, (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the date that is 365 days following the Maturity Date, and (CE) the terms of any such notes extension, refinancing, or renewal are unsecured and subordinate not materially less favorable to the obligations obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in an aggregate outstanding principal amount not to exceed $100,000,000; and (l) other Debt not to exceed $5,000,000 in the Sellers under this Agreementaggregate at any time outstanding.

Debt. The Sellers Borrower will not, nor not and will it not cause or permit any Guarantor or any Restricted Subsidiary toto incur, create, incur assume or suffer permit to exist any Debt, except: (ia) the Debt hereunder or any guaranty of or suretyship arrangement for the Debt hereunder; (b) Debt arising under this Agreement or of the Borrower and the Restricted Subsidiaries existing on the date hereof and described that is reflected in the Financial Statements or is disclosed in Schedule III hereto.9.01, and any renewals or extensions (but not increases) thereof; (iic) Debt arising accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under Hedging Program.GAAP shall have been established therefor; (iiid) Debt of the Sellers Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under agreements approved by the Majority Buyers in effect from time Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to timethe Borrower or the Restricted Subsidiary, whether accounted for as a sale or a financing.the case may be, than this Agreement; (ive) Debt incurred under Supplemental Facilities provided not otherwise permitted by this Section 9.01 that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] $100,000,000 outstanding at any one time; (f) Debt of the Appraised Value.Borrower and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (viig) Debt secured by mortgage loan servicing rights provided that such Debt is approved by as a result of (and to the Majority Buyers.extent permitted by) Sections 9.03(g), (h) and (i); and (viiih) Debt evidenced by one or more unsecured promissory notes incurred in connection with under the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Other Credit Agreement.

Debt. The Sellers will notNo Loan Party will, nor will it permit any Subsidiary its Subsidiaries to, create, incur incur, assume or suffer to exist any Debt, Debt except: (a) Debt pursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) Debt in an aggregate outstanding principal amount not to exceed $5,000,000 incurred in connection with Capital Leases existing as of the Closing Date and set forth on Schedule 7.09; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. 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 arising under Hedging Program. 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 by the Loan Parties; (g) Debt of any Person that becomes a Subsidiary after the Sellers under agreements approved Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the Majority Buyers acquisition thereof by such Subsidiary, that is not created in effect from time 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 timeamounts paid for any accrued interest, whether accounted for as a sale or a financing. breakage, premium, fees and expenses in connection with such refinancing) the Debt described in this clause (iv) Debt incurred under Supplemental Facilities g); provided that (i) prior to the Guarantee Release Date, (A) the Parent shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt is approved by the Agent, and any Debt then being incurred under Section 7.09(j) and (B) if 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 when combined with all Supplemental Facilities is in excess (measured as of [***], such Debt is approved by the Agent and date of incurrence using the Majority Buyers.financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (vh) Debt incurred in connection with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Capital Leases and purchase money Debt under a Supplemental Facility, in an aggregate outstanding principal amount not to exceed [***] in $25,000,000 at any time; provided, that, prior to the aggregateGuarantee Release Date, such Debt may only be incurred by the Loan Parties; (i) all Guarantees otherwise permitted by this Agreement, including Guarantees of Debt permitted to be incurred under this Section; provided, that, prior to the Guarantee Release Date, such Guarantees may only be incurred by the Loan Parties; (j) other Debt incurred by the Loan Parties; provided that any Debt after giving effect to the ▇▇▇▇▇▇▇▇ Groupincurrence of such Debt and the aggregate principal amount of Debt then being incurred under Section 7.09(g)(i), LLC must the Parent shall be unsecured and subordinate to in compliance, on a pro forma basis, with the obligations of the Sellers under this Agreement.Consolidated Leverage Ratio; and (vik) on and after the Guarantee Release Date, other Debt incurred under Permitted Servicing Facilities, by Subsidiaries that are not Loan Parties; provided that the aggregate maximum available principal amount of such Debt, when aggregated with all Debt then outstanding or then being incurred under all Permitted Servicing Facilities shall 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 Appraised Valuedate of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)). (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Indebtedness arising under the Loan Documents or Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or Secured Swap Agreements. (b) Debt arising under this Agreement or of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described in on Schedule III hereto9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) Debt of any Loan Party in respect of deferred payment obligations for well completion services in connection with the development of its Oil and Gas Properties including drilling, fracking services and other related services; provided that (i) the principal amount of such payment obligations outstanding at any one time shall not exceed $10,000,000 and (ii) such Debt arising under Hedging Programshall not be secured by any Liens (other than Excepted Liens). (iiid) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the Sellers under agreements approved time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the Majority Buyers outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in effect from contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $1,000,000 in the aggregate at any time to timeoutstanding, whether accounted for as and (v) any such Debt that is unsecured has a sale or a financingmaturity date not sooner than 120 days after the Maturity Date. (ivj) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Supplemental Facilities Section 9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $1,000,000 in the aggregate at any time outstanding. (m) unsecured Debt owing by the Borrower to the Parent which shall not exceed $1,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower is in Pro Forma compliance with the covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (ii) with respect to any such Debt that exists at any time from and after the First Redetermination Date, (A) such Debt is approved by does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]Maturity Date, (B) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the payments under such notes are made from Cash Dividends permitted under Section 13(1Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), and (C) such notes Debt does not prohibit prior repayment of Loans, (D) the terms of such Debt are unsecured not materially more onerous, taken as a whole, than the terms of this Agreement and subordinate the other Loan Documents, and (E) the terms of such Debt are the result of arm’s-length negotiations. (o) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, if such extension, refinancing, or renewal occurs on or after the First Redetermination Date, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the obligations Indebtedness, then the terms and conditions of the Sellers under this Agreementrefinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist exist, or permit any Debtof its Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrowers, (A) Debt arising of Uniroyal in respect of the Seoul Guaranty, provided that the U.S. dollar equivalent of the amount of such Debt shall not exceed US$5,000,000, (B) Debt in respect of Interest Rate Swap Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice in an aggregate notional amount not to exceed US$400,000,000 at any time outstanding, (C) Debt in respect of Foreign Exchange Agreements designed to hedge against fluctuations in foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice in an aggregate notional amount not to exceed US$100,000,000 at any time outstanding, and (D) Debt owed to Crompton Corp. or to a wholly owned Subsidiary of Crompton Corp, provided that, solely with respect to any Crompton A Borrower, Uniroyal, any Guarantor and Uniroyal Chemical Ltd., such Debt (x) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (y) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under this Agreement or existing on the date hereof Loan Documents of the holder thereof and described in Schedule III hereto.delivered to the Agent pursuant to the terms of the Security Agreement, (ii) in the case of any of such Borrower's Subsidiaries (other than any Minor Subsidiary), Debt arising owed to any Borrower or to a wholly owned Subsidiary of any Borrower, provided that, solely with respect to any Crompton A Borrower, Uniroyal, any Guarantor and Uniroyal Chemical Ltd., such Debt (A) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (B) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under Hedging Program.the Loan Documents of the holder thereof and delivered to the Agent pursuant to the terms of the Security Agreement, (iii) Debt in the case of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for Borrowers and their respective Subsidiaries (other than any Minor Subsidiary except as a sale or a financing.provided below), (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by under the Agent, and Loan Documents, (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved secured by the Agent and the Majority Buyers. (vLiens permitted by Section 5.02(a)(iv) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any together with Debt referred to the ▇▇▇▇▇▇▇▇ Groupin clause (C) below, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed US$100,000,000 at any time [***]outstanding, (i) Capitalized Leases not to exceed in the aggregate, together with Debt referred to in clause (B) above, US$100,000,000 at any time outstanding and (ii) in the payments case of Capitalized Leases to which any Subsidiary of any Borrower is a party, Debt of such Borrower of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.Capitalized Leases,

Debt. The Sellers None of the Obligors or their Subsidiaries and none of the Partnerships will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer permit to exist any Debt, except: (ia) Debt arising under this Agreement the Notes or existing on other Indebtedness or any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Notes or other Indebtedness; (ii) Debt arising under Hedging Program. (iiib) Debt of the Sellers under agreements approved Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) Debt of Parent and its Subsidiaries (excluding Borrower and its Subsidiaries) to the extent same is not guaranteed or secured by Property of Borrower or its Subsidiaries; (d) accounts payable (for the Majority Buyers in effect deferred purchase price of Property or services) from time to timetime incurred in the ordinary course of business which, whether accounted for as a sale if greater than 90 days past the invoice or a financing.billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.leases permitted under Section 9.08; (vf) Debt incurred associated with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not bonds or surety obligations pursuant to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred Governmental Requirements in connection with the redemption, repurchase or other acquisition or retirement operation of any of capital stock Obligor's Oil and Gas Properties; (g) Debt of the SellersObligors under Hedging Agreements permitted under Section 9.02; (h) prior to a Successful Public Offering, Intercompany Debt owed by a Wholly Owned Subsidiary to the Borrower or to another Obligor, or by the Borrower or another Obligor to a Wholly Owned Subsidiary, provided, that, in each such case such Intercompany Debt in excess of $250,000 is (i) evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, (ii) provided that (A) the total amount outstanding thereunder applicable rate of interest under any loans from Parent to Borrower or any of its Subsidiaries shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)Base Rate plus Applicable Margin then in effect, and (Ciii) such notes are subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (i) following a Successful Public Offering, Intercompany Debt shall be permitted only to the extent it is unsecured and subordinate subordinated to the Indebtedness on terms acceptable to the Administrative Agent, evidencing obligations arising under the Tax Sharing Agreement and Transition Services Agreement; (j) non-recourse Debt of Atlas Pipeline in its capacity as general partner of APL; and (k) Debt of the Sellers Borrower and its Subsidiaries not otherwise described under this Agreementsubparagraphs (a) through (j) above not to exceed $2,000,000 in the aggregate.

Debt. The Sellers Borrower will not, nor will it permit any Subsidiary its Subsidiaries to, create, incur incur, assume or suffer to exist any Debt, Debt except: (ia) Debt arising under pursuant to this Agreement or existing on the date hereof and described in Schedule III hereto.an Incremental Term Loan Agreement; (iib) Debt arising under Hedging Program. (iii) Debt Current liabilities of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale Borrower or a financing. (iv) Debt its Subsidiaries incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided ordinary course of business that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred extended in connection with the redemption, repurchase or other acquisition or retirement normal purchases of goods and services; (c) Debt of any of capital stock Person that becomes a Subsidiary of the SellersBorrower, 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 any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (Ai) the total principal amount outstanding thereunder 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 at any time [***]50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of taxes, (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)assessments, governmental charges or levies and (C) such notes are unsecured claims for labor, materials and subordinate supplies to the extent that payment therefor shall not be past due; (e) all obligations of such Person arising under letters of credit (including standby and commercial); (f) Debt solely resulting from a pledge of the Sellers membership interests or other equity interests in a Designated Joint Venture owned by the Borrower or a Subsidiary securing indebtedness of such Designated Joint Venture; (g) other Debt of the Borrower so long as, after giving effect to the incurrence of such Debt, the Borrower is in compliance with Section 7.02; and (h) other Debt of the Subsidiaries of the Borrower so long as, after giving effect to the incurrence of such Debt, the aggregate outstanding principal amount of all Debt outstanding under this Agreementclause (j) does not exceed 15% of Consolidated Net Tangible Assets.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party or its Subsidiaries to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Subordinated Debt) of the Borrower to any Guarantor or existing of any Guarantor to the Borrower; provided that to the extent requested in writing by the Administrative Agent such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) the Earn-Out Obligations; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (f) Debt outstanding on the date hereof and described listed on Schedule 7.01 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule III hereto. connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt arising under Hedging Program.being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (iiig) the Debt to be Repaid (so long as such Debt is repaid on the Commitment Effective Date with the proceeds of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.initial Loans hereunder); (ivh) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions or (ii) purchasers in connection with dispositions, in each case permitted under Section 7.05; (i) Intercompany Subordinated Debt incurred in an aggregate outstanding principal amount not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (j) Contingent Liabilities in respect of guarantees of any Loan Party in respect of Debt or other obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (k) subject to the terms of the Intercreditor Agreement (to the extent applicable) and so long as (i) the Intercreditor Agreement has been fully executed and delivered and is acceptable in form and substance to the Administrative Agent and (ii) the Term B-2 Loan (if it has been funded prior to the issuance of the Private Placement Notes) is repaid on a Dollar for Dollar basis in an amount equal to the aggregate principal amount the Private Placement Notes, Debt pursuant to the Private Placement Notes and Private Placement Note Purchase Agreement in an aggregate outstanding principal amount not at any time exceeding $40,000,000 and any refinancings, refundings, renewals or extensions thereof to the extent permitted under Supplemental Facilities provided that the Intercreditor Agreement (to the extent applicable); (l) unsecured Debt and Debt secured by Liens permitted under Section 7.02(h), in addition to the Debt listed above, collectively, in an aggregate outstanding principal amount not at any time exceeding $20,000,000 so long as (A) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such Debt is approved by the Agentincurred or would result therefrom, and (B) if after giving effect to such Debt when combined with all Supplemental Facilities Debt, Borrower is in excess compliance on a pro forma basis with the financial covenants set forth in Section 7.14 as of [***]the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (m) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $30,000,000 so long as (a) such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt subordinated to the ▇▇▇▇▇▇▇▇ GroupObligations, LLC must be unsecured and subordinate pursuant to documentation, on terms satisfactory to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]Administrative Agent, (B) no Event of Default or Unmatured Default has occurred and is continuing on the payments under date of any such notes are made from Cash Dividends permitted under Section 13(1)Debt is incurred or would result therefrom, and (C) after giving effect to such notes are unsecured and subordinate to Debt, Borrower is in compliance on a pro forma basis with the obligations financial covenants set forth in Section 7.14 as of the Sellers under this Agreementlast day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered.

Debt. The Sellers Each of the Parent and the Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, incur, create, incur assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt under Capital Leases and purchase money Debt of the Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business; (e) intercompany Debt between the Borrower and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) Second Lien Term Debt and any guarantees thereof, the principal amount of which does not exceed in the aggregate, at the time any such Debt is incurred, an amount equal to the product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any reduction of the Borrowing Base pursuant to clause (vii) below); provided that: (i) such Debt arising under this shall be at all times subject to the Intercreditor Agreement or existing and the Obligations shall be secured on the date hereof and described in Schedule III hereto. a senior priority basis to such Debt; (ii) Debt arising under Hedging Program. (iii) Debt the portion of the Sellers under agreements approved by non-default cash interest rate on the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) outstanding principal amount of such Debt incurred under Supplemental Facilities provided that comprised of the LIBOR floor plus the applicable margin does not exceed (A) such Debt is approved by 11% per annum in the Agent, case of the Tranche A Loans and (B) if 12% per annum in the case of the Tranche B Loans, and the portion of the non-default PIK interest rate on the outstanding principal amount of such Debt when combined with all Supplemental Facilities does not exceed (Y) 4% per annum in the case of the Tranche A Loans and (Z) 0% per annum in the case of the Tranche B Loans; (iii) such Second Lien Term Debt does not have any scheduled principal amortization; (iv) such Second Lien Term Debt does not mature sooner than the date which is in excess of [***], such Debt is approved by ninety-one (91) days after the Agent and the Majority Buyers. Maturity Date; (v) both before and immediately after giving effect to the incurrence of any such Debt incurred after the Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with institutional lenders and/or the proceeds of such incurrence, if any); (vi) the net cash proceeds of the incurrence thereof shall be used to provide working capital for lease acquisitions, for exploration and production operations and for development (including the drilling and completion of producing ▇▇▇▇▇▇▇▇ Group), LLC for acquisitions and Investments permitted hereunder and for funding general working capital corporate purposes, other than Debt under a Supplemental Facility, ; and (vii) the Borrowing Base then in an amount not to exceed [***] in the aggregate, provided that any Debt effect shall be adjusted to the ▇▇▇▇▇▇▇▇ Groupextent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c); for purposes of clarification, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) any Second Lien Term Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount this Section 9.02(f) which is repaid may not be reborrowed under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value.this Section 9.02(f); (viig) Permitted Refinancing Debt secured by mortgage loan servicing rights provided that such Debt is approved by and any guarantees thereof, the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection proceeds of which shall be used concurrently with the redemptionincurrence thereof to refinance the outstanding Second Lien Term Debt permitted under Section 9.02(f) or to refinance the outstanding Refinanced Debt, repurchase or other acquisition or retirement of any of capital stock of as the Sellers, case may be; provided that (Ai) the total amount outstanding thereunder Borrower shall not exceed at any time [***]have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, (Bii) both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and any concurrent repayment of Second Lien Term Debt or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default or Event of Default shall occur and be continuing or would result therefrom, and (iii) the payments under such notes are made from Cash Dividends permitted under Borrowing Base then in effect shall be adjusted to the extent required by Section 13(12.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of clarification, any Permitted Refinancing Debt incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); and (Ch) such notes are unsecured Guarantees by the Parent and subordinate to the obligations its Subsidiaries of Debt of the Sellers under this AgreementBorrower or any Wholly-Owned Subsidiary Guarantor otherwise permitted hereunder.

Debt. The Sellers will notNo Loan Party will, nor will it permit any Subsidiary its Subsidiaries to, create, incur incur, assume or suffer to exist any Debt, Debt except: (a) Debt pursuant to this Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) reserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. 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 arising under Hedging Program. 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) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time any Subsidiary that is not a Loan Party owing to time, whether accounted for as any other Subsidiary that is not a sale or a financing. 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 $25,000,000 at any time; (i) all Guarantees otherwise permitted by this Agreement; (j) other Debt in an aggregate outstanding principal amount that, when added to the aggregate principal amount of Debt outstanding under Supplemental Facilities provided that this clause (j), does not exceed 15% of Consolidated Net Tangible Assets; and (i) prior to the Borrower obtaining either (A) such Debt is approved by the Agent, and a BBB- rating or higher from S&P or (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the a Baa3 rating or higher from ▇▇▇▇▇’▇▇▇ Group, LLC for general working capital purposesan unlimited amount of unsecured Debt incurred by any Loan Party, other than Debt under so long as the Consolidated Leverage Ratio, on a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt pro forma basis after giving effect to the incurrence of such Debt, does not exceed 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 ▇▇▇▇▇’▇▇▇ Group, LLC must an unlimited amount of unsecured Debt incurred by any Loan Party, so long as the Borrower shall be unsecured and subordinate in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the obligations incurrence of the Sellers under this Agreementsuch Debt. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Obligations arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Obligations arising under the Loan Documents; (iib) Debt arising under Hedging Program. (iii) Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of the Sellers under agreements approved by the Majority Buyers in effect Property or services, from time to time, whether accounted time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for as a sale or a financing.which adequate reserves have been maintained in accordance with GAAP; (ivc) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount Capital Leases not to exceed [***] $2,500,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the aggregate, provided that operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Debt Subsidiary Guarantor or between Subsidiary Guarantors to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business; and (g) Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (i) such Debt is unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) such Debt does not contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of default (other than the failure to make any payment of principal when due on the maturity date); (vii) such Debt does not have any restriction on the ability of the Borrower or any of its Subsidiaries to amend, supplement or modify this Agreement or the other Loan Documents; (viii) such Debt does not have any restrictions on the ability of the Borrower or any of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations; (ix) such Debt is not assignable or transferable and shall be held at all times by the Majority BuyersParent; and (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of the Administrative Agent pursuant to a Security Instrument in form and substance satisfactory to the Administrative Agent). (viiih) other Debt evidenced by one or more unsecured promissory notes incurred not to exceed $2,500,000 in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed aggregate at any one time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers Parent and the Borrower will not, nor and will it not permit any Subsidiary of the other Restricted Subsidiaries to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Parent and its Restricted Subsidiaries existing on the date hereof and described in that is reflected on Schedule III hereto9.02. (iic) Debt arising under Hedging ProgramCapital Leases or that constitutes Purchase Money Debt; provided that the Funded Debt permitted by this clause (c) together with all Funded Debt described in clause (g) of this Section 9.02 shall not exceed $10,000,000 in aggregate principal amount at any one time outstanding. (iiid) intercompany Debt of between the Sellers under agreements approved by the Majority Buyers in effect from time to timeParent and any Restricted Subsidiary or between Restricted Subsidiaries, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by subordinated to the Majority BuyersIndebtedness as and to the extent provided in the Guaranty Agreement. (viiie) Debt evidenced constituting a guaranty by one the Parent or more unsecured promissory notes by a Restricted Subsidiary of other Debt permitted to be incurred in connection with under this Section 9.02. (f) Debt under the redemptionPermitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof, repurchase or other acquisition or retirement of any of capital stock the application of the Sellersproceeds thereof, provided that and any automatic reduction of the Borrowing Base pursuant to Section 2.08(e) on account thereof: (A) the total amount outstanding thereunder Parent shall be in pro forma compliance with Section 9.01 and (B) no Event of Default or Borrowing Base Deficiency shall exist. (g) other Funded Debt; provided that the Funded Debt permitted by this clause (g) together with all Funded Debt described in clause (c) of this Section 9.02 shall not exceed $10,000,000 in the aggregate at any one time [***], outstanding. (Bh) Debt not permitted by the payments under such notes are made from Cash Dividends permitted under Section 13(1), and foregoing clauses (Ca) such notes are unsecured and subordinate to through (g) which is approved in writing by the obligations of the Sellers under this AgreementMajority Lenders.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt arising of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under this Agreement or existing on such demand note shall be subordinated to the date hereof Obligations hereunder in a manner reasonably satisfactory to Agent; and described in Schedule III hereto. (ii) Debt arising under Hedging Program. owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to timeprovided, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]$500,000 in the aggregate under this clause (ii) shall be evidenced by notes, such Debt is approved by the Agent and the Majority Buyers.originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (vd) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations described on Schedule 7.1 as of the Sellers under this Agreement.Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (vif) Debt incurred under Permitted Servicing Facilitiesthe Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, provided that the aggregate maximum available principal amount under all Permitted Servicing Facilities thereof shall not exceed [***] of the Appraised Value.“Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (viig) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt secured arising from the honoring by mortgage loan servicing rights 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 approved by extinguished within two (2) Business Days of notice to Administrative Borrower or the Majority Buyers.relevant Subsidiary of its incurrence; (viiii) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of capital stock any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the SellersDebt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, provided that in each case so long as such Debt is permitted under this Section 7.1; (Al) other unsecured Debt, in addition to the total Debt listed above, in an aggregate outstanding amount outstanding thereunder shall not exceed at any time [***]exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (Bi) the payments under amount of such notes are made from Cash Dividends permitted under Section 13(1), Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (Cii) such notes are unsecured and subordinate to the Debt does not result in payment obligations of the Sellers under this AgreementLoan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (iiic) Debt of the Sellers Company to any Wholly-Owned Subsidiary or Debt of any Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that, upon the reasonable request of Administrative Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under agreements such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in excess of the amount set forth on such Schedule; (e) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (f) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.4; (g) Contingent Liabilities listed on Schedule 11.1; (h) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 11.1; (i) Hedging Obligations approved by the Majority Buyers Administrative Agent, incurred in effect from time to timefavor of Administrative Agent, whether accounted any Lender or any of their Affiliates for as a sale or a financing.bona fide hedging purposes and not for speculation; and (ivj) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt owing to any trust created under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations supplemental executive retirement program of the Sellers under this AgreementCompany. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Obligors will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Note Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Note Documents; (b) Debt arising under this Agreement associated with bonds or existing on surety obligations required by Governmental Requirements in connection with the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt operation of the Sellers under agreements Properties of the Obligors and the Subsidiaries and approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.Required Holders; (ivc) intercompany Debt incurred under Supplemental Facilities between any Obligor and any Subsidiary or between Obligors or between Subsidiaries to the extent permitted by this Section 11.2; provided that (A) such Debt is approved by not held, assigned, transferred, negotiated or pledged to any Person other than any Obligor or one of the AgentWholly-Owned Subsidiaries, and (B) if and, provided further, that any such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved owed by either any Obligor or a Guarantor shall be subordinated to the Agent and the Majority Buyers.Indebtedness; (vd) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to form of obligations for the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilitiespayable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established, provided that the aggregate maximum available principal amount under all Permitted Servicing Facilities of Debt permitted by this clause (e) together with the aggregate principal amount of Debt permitted by clause (f) of this Section 11.2 shall not exceed [***] of the Appraised Value.$200,000 at any time outstanding; (viif) Debt secured by mortgage loan servicing rights provided that such incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred assumed in connection with the redemption, repurchase or other acquisition or retirement of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of capital stock of any such Debt that do not increase the Sellers, outstanding principal amount thereof; provided that (Ai) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the total aggregate principal amount outstanding thereunder of Debt permitted by this clause (f) together with the aggregate principal amount of Debt permitted by clause (e) of this Section 11.2 shall not exceed $200,000 at any time [***]outstanding; (g) Debt incurred or deposits made (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Obligor is a party, (Biii) the payments under to secure public or statutory obligations of such notes are made from Cash Dividends permitted under Section 13(1)Obligor, and (Civ) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such notes are unsecured and subordinate to Obligor a party in connection with the obligations operation of the Sellers Oil and Gas Properties, in each case in the ordinary course of business; (h) Debt under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the Company after the date hereof in accordance with this Agreement.

Debt. The Sellers will not, Neither the Company nor will it permit any Subsidiary to, of its Subsidiaries shall directly or indirectly create, incur incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt arising under this Agreement or existing on incurred by the date hereof and described Company to the seller in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt any Permitted Acquisition as part of the Sellers under agreements approved by the Majority Buyers in effect from time to timeconsideration therefor, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Majority Buyers.Company pursuant to this Agreement and the Notes; and (viiik) additional unsecured Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total an aggregate amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding not exceeding $25,000,000.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, guaranty, assume or suffer to exist any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iiia) Debt of the Sellers under agreements approved by Company and the Majority Buyers Loan Parties in effect from an aggregate outstanding amount not at any time to time, whether accounted for as a sale or a financing.exceeding $50,000,000; (ivb) Obligations under this Agreement and the other Loan Documents; (c) Debt incurred under Supplemental Facilities provided that (A) such of the Company to any Domestic Subsidiary or Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt Domestic Subsidiary to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights Company or another Domestic Subsidiary; provided that such Debt is shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Hedging Obligations approved by the Majority Buyers.Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (viiie) Debt evidenced described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased nor the amortization thereof decreased; (f) Unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (g) Debt in respect of Taxes, assessments, governmental charges or levies and claims for labor, materials, and supplies to the extent payment thereof shall not at the time be required by one or more unsecured promissory notes incurred Section 10.4; (h) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends Acquisitions permitted under Section 13(1)11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (i) the Senior Notes. Notwithstanding the foregoing, and (C) such notes are unsecured and subordinate neither the Company nor any other Loan Party shall be permitted to incur Debt hereunder to the obligations extent the Company or any other Loan Party is prohibited from incurring such Debt pursuant to the terms of the Sellers under this Agreementdocuments governing any Material Debt.

Debt. The Sellers will Each of the Parent and the Company covenants that it shall not, nor will it and shall not permit any Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising the obligations under this Agreement and Notes; (b) Debt secured by Liens permitted by paragraph 6C(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Subordinated Debt) of the Company to any Guarantor or existing of any Guarantor to the Company; provided that to the extent requested in writing by the Required Holders such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Required Holders and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Notes, and the obligations under such demand note shall be subordinated to the Notes in a manner reasonably satisfactory to the Required Holders; (d) the Earn-Out Obligations; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (f) Debt outstanding on the date hereof and described listed on Schedule 6B(f) and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule III hereto. connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Parent, the Company and the other Subsidiaries or the holders of the Notes than the terms of any agreement or instrument governing the Debt arising under Hedging Program.being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (iiig) the Debt to be Repaid (which Debt shall include the Term B-2 Loan (as defined in the Credit Agreement) if such Term B-2 Loan is funded prior to the date of closing) set forth on Schedule 6B(g) (so long as such Debt is repaid on the date of closing); (h) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions or (ii) purchasers in connection with dispositions, in each case permitted under paragraph 6F; (i) Intercompany Subordinated Debt in an aggregate outstanding principal amount not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (j) Contingent Liabilities in respect of guarantees of the Sellers under agreements approved by Company or any Guarantor in respect of Debt or other obligations otherwise permitted hereunder and to the Majority Buyers in effect from time extent such Debt is required to time, whether accounted for as a sale or a financing.be subordinated such Contingent Liabilities will be equally subordinated; (ivk) subject to the terms of the Intercreditor Agreement (to the extent applicable), Debt incurred pursuant to the Credit Agreement and the Loan Documents (as defined in the Credit Agreement) in an aggregate outstanding principal amount not at any time exceeding $515,000,000, and any refinancings, refundings, renewals or extensions thereof to the extent permitted under Supplemental Facilities the Intercreditor Agreement (to the extent applicable), provided that the Term B-2 Loan (Aas defined in the Credit Agreement) shall not be permitted under this clause (k) and instead is addressed in the foregoing clause (g); (l) unsecured Debt and Debt secured by Liens permitted under paragraph 6C(h), in addition to the Debt listed above, collectively, in an aggregate outstanding principal amount not at any time exceeding $20,000,000 so long as (i) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (ii) after giving effect to such Debt, the Parent and its Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A as of the last day of the most recent fiscal quarter for which an Officer’s Certificate of the Parent has been delivered in accordance with paragraph 5A; and (m) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $30,000,000 so long as (i) such Debt is approved by subordinated to the AgentNotes, and pursuant to documentation, on terms satisfactory to the Required Holders, (ii) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (Biii) if after giving effect to such Debt when combined Debt, the Parent and its Subsidiaries are in compliance on a pro forma basis with all Supplemental Facilities is the financial covenants set forth in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations paragraph 6A as of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] last day of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock most recent fiscal quarter for which an Officer’s Certificate of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.Parent has been delivered in accordance with paragraph 5A.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt arising under this Agreement or existing on the date hereof Capital Leases and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) purchase money Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, Borrower and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, its Restricted Subsidiaries in an aggregate amount not to exceed [***] $75,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (c) Debt associated with bonds, surety obligations or similar instruments required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the aggregate, provided that ordinary course of business; (e) intercompany Debt between the Borrower and any Debt Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the 105 Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) [Reserved]; (g) unsecured senior or unsecured senior subordinated Debt of the Borrower and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of the proceeds thereof, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the Borrower shall have complied with Section 8.01(o); (ii) such Debt does not have any scheduled principal amortization; (iii) such Debt (other than the Specified Existing Notes) does not mature sooner than the date which is ninety-one (91) days after the Latest Maturity Date (provided that bridge facilities containing automatic extension provisions (except if a payment or bankruptcy default exists) shall be permitted so long as such extension results in a maturity date no earlier than ninety-one (91) days after the Latest Maturity Date); (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Majority Buyers. Borrower; (vi) 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; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c)(iii); provided further that for purposes of clarification, any Debt evidenced incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); (h) Junior Lien Debt in an aggregate principal amount not to exceed $100,000,000 and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of proceeds thereof, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the Borrower shall have complied with Section 8.01(o); (ii) such Debt does not have any scheduled principal amortization; (iii) such Debt does not mature sooner than the date which is ninety-one (91) days after the Latest Maturity Date; (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by one the Borrower; (vi) such Debt shall be at all times subject to the Intercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or more unsecured promissory notes such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make 106 any prepayment required by Section 3.04(c)(iii); provided further that for purposes of clarification, any Debt incurred in connection under this Section 9.02(h) which is repaid may not be reborrowed under this Section 9.02(h); (i) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the redemptionincurrence thereof to refinance the outstanding Permitted Additional Debt permitted under Section 9.02(g) or Section 9.02(h), repurchase as applicable, or other acquisition or retirement of any of capital stock of to refinance the Sellersoutstanding Permitted Refinancing Debt in respect thereof, as the case may be; provided that (Ai) the total amount outstanding thereunder Borrower shall not exceed at any time [***], have complied with Section 8.01(o); (Bii) the payments under such notes are made from Cash Dividends permitted under Borrower shall have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 13(12.07(f), and (C) such notes are unsecured and subordinate to the obligations Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of the Sellers clarification, any Permitted Refinancing Debt incurred under this Agreement.Section 9.02(i) which is repaid may not be reborrowed under this Section 9.02(i);

Debt. The Sellers will Borrowers shall not, nor will it permit any Subsidiary toeither directly or indirectly, create, assume, incur or suffer to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (ia) Debt arising the Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program.obligations of the Borrowers for Taxes, assessments, municipal or other governmental charges; (iiic) Debt obligations of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted Borrowers for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposesaccounts payable, other than Debt under a Supplemental Facilityfor money borrowed, in an amount not to exceed [***] incurred in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations ordinary course of the Sellers under this Agreement.business; (vid) Subordinated Debt; (e) Hedging Obligations incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt incurred under for Capital Expenditures, other than Capital Expenditures constituting Permitted Servicing FacilitiesAcquisitions, provided that the aggregate maximum available amount under of all Permitted Servicing Facilities such Debt outstanding at any time shall not exceed [***] One Million and no/100 Dollars ($1,000,000.00); (g) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrowers of the Appraised Value.operating obligations of their Subsidiaries made in the ordinary course of Borrowers’ business; provided, however, such guaranties shall exclude any guaranty of the payment of such Subsidiaries’ monetary obligations; (viii) other unsecured Subordinated Debt, in addition to the Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers.listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (viiij) revolving loan facility Debt evidenced by one or more unsecured promissory notes Debt incurred in connection with advance payment or performance guaranties, each to the redemptionextent incurred by Borrowers’ foreign Subsidiaries after the date hereof, repurchase provided, (i) the applicable foreign Subsidiary uses good faith efforts to utilize Lender or other acquisition an Affiliate of Lender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or retirement of any of capital stock Lender’s Affiliates, whether utilizing Letters of the Sellers, provided that Credit issued under this Agreement or otherwise; and (Aii) the total aggregate outstanding amount outstanding thereunder shall of such Debt incurred after the date hereof does not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement$5,000,000.

Debt. The Sellers will Borrower shall not, nor will shall it permit any Restricted Subsidiary to, create, incur or assume, incur, suffer to exist 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) Debt of the Credit Parties under the Credit Documents; (b) intercompany Debt incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and owed (i) by any Guarantor to the Borrower; (ii) by the Borrower to any Guarantor; and (iii) by any Guarantor to another Guarantor; provided that, except:if applicable, such Debt is an Investment permitted under Section 6.3; (c) purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $15,000,000.00 at any time; (d) Debt secured by Liens of the type described in Section 6.2(d); (e) Debt (other than for borrowed money) subject to Liens permitted under Sections 6.2 (b), (g) and (h); (f) Debt arising under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 6.15; (g) unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees of any Credit Party in respect of Debt of any Credit Party otherwise permitted hereunder; (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt of the Sellers Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, Section 6.4 in an aggregate principal amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights $15,000,000; provided that such Debt is approved not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Majority Buyers.Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (viiil) Debt evidenced by one arising under performance, stay, appeal and surety bonds or more unsecured promissory notes with respect to workers’ compensation or other like employee benefit claims, in each case incurred in connection with the redemptionordinary course of business, repurchase and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; and (n) other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total Debt in an aggregate principal amount outstanding thereunder shall not to exceed $15,000,000.00 at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers will not, Neither the Parent Guarantor nor will it permit any Subsidiary to, create, shall incur or suffer to exist maintain any Debt, except: other than: (a) the Obligations; (b) Debt described on SCHEDULE 6.9; (c) Capital Leases of Equipment, secured Debt incurred to purchase Equipment or Real Estate and Debt incurred to finance insurance policy premiums provided that (i) Debt arising under this Agreement Liens securing the same attach only to the applicable Equipment, Real Estate or existing on insurance policy acquired by the date hereof incurrence of such Debt, and described in Schedule III hereto. (ii) the aggregate amount of such Debt arising under Hedging Program. (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) Debt evidencing a refunding, renewal or extension of the Debt described on SCHEDULE 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to the Parent Guarantor and its Subsidiaries, the Agent or the Lenders than the original Debt; (e) Debt incurred to refinance the Revolving Loans made on account of the Fixed Assets component of the Borrowing Base on such terms and conditions and in such amount as shall be acceptable to the Agent (it is understood and agreed that, upon payment of amounts required under SECTION 3.2, the Agent shall release its lien on any Fixed Assets so refinanced); (f) Debt of the Sellers under agreements approved by Parent Guarantor that is subordinated to the Obligations on such terms and conditions (including subordination terms) and in such amount as shall be acceptable to the Majority Buyers in effect from time to timeLenders, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that in any event no payments other than current interest payments (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities so long as no standstill is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (veffect) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not acceptable to exceed [***] the Majority Lenders shall be made in respect of such Debt until the date six (6) months following the Stated Termination Date; and (g) so long as no Default or Event of Default has occurred and is continuing, loans from a Borrower Party to another Borrower Party (other than the Parent Guarantor) and the Borrower Parties (other than the Parent Guarantor) may otherwise have "due to / due from" transactions among themselves in the aggregate, provided ordinary course of business to facilitate the payment of accounts payables of such Borrower Parties. The Parent Guarantor shall not enter into any amendment or modification of the documents evidencing the Debt permitted under clause (f) above that is in any Debt manner adverse to the ▇▇▇▇▇▇▇▇ GroupParent Guarantor, LLC must be unsecured and subordinate to any Subsidiary, the obligations of the Sellers under this AgreementAgent or any Lender. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers will not, Neither Fleetwood nor will it permit any Subsidiary to, create, of its Subsidiaries shall incur or suffer to exist maintain any Debt, exceptOTHER THAN: (a) the Obligations; (b) the Subordinated Debt; (c) Debt existing on the Closing Date described on SCHEDULE 6.9 which is not to be repaid with the proceeds of the Loans made on the Initial Funding Date; (d) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment PROVIDED that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto.proceeds thereof, and (ii) the aggregate amount of such Debt arising under Hedging Program.(including Capital Leases) outstanding does not exceed $20,000,000 at any time; (e) Capital Leases of Equipment or Real Property entered into in connection with sale\leaseback transactions permitted pursuant to SECTION 7.19 PROVIDED that Liens securing the same attach only to the Equipment or Real Property subject to the applicable Capital Lease; (f) Debt evidencing a refunding, renewal or extension of the Debt described on SCHEDULE 6.9; PROVIDED that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Sellers under agreements approved by the Majority Buyers in effect from time to timeClosing Date shall become an obligor or guarantor thereof, whether accounted for as a sale or a financing.and (iv) Debt incurred under Supplemental Facilities provided that (A) the terms of such Debt is approved by the Agentrefunding, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]renewal or extension are no less favorable to Fleetwood, such Debt is approved by its Subsidiary, the Agent and or the Majority Buyers. (v) Debt incurred with institutional lenders and/or Lenders than the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.original Debt;

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist exist, or permit ---- any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, (A) Debt arising owed to a Material Domestic Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, shall be subordinated in right of payment to the payment in full of the Obligations and such promissory notes shall be pledged as security for the Obligations of the holder thereof under this Agreement the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Pledge and Security Agreement; (B) Capitalized Leases not to exceed in the aggregate $25,000,000 at any time outstanding; and (C) Debt of the Borrower issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or existing on required principal payments earlier than the date hereof Termination Date and described in Schedule III hereto.the Borrower makes the prepayment required pursuant to Section 2.06(b); (ii) in the case of any Subsidiary of the Borrower (other than LSFCC or LSFLLC), (A) Debt arising owed to the Borrower or to a Material Domestic Subsidiary of the Borrower (other than Debt owed by a Restricted Subsidiary), which Debt (x) shall constitute Pledged Debt and (y) shall, except in the case of redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under Hedging Program.the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Pledge and Security Agreement; (B) Debt owed to a Pledged Foreign Subsidiary by a Pledged Foreign Subsidiary; and (C) Debt owed to an Unpledged Foreign Subsidiary by a Pledged Foreign Subsidiary or an Unpledged Foreign Subsidiary; (iii) in the case of the Borrower and its Subsidiaries (other than LSFCC or LSFLLC), (A) Debt of the Sellers under agreements approved by Borrower and its Subsidiaries outstanding on the Majority Buyers Closing Date and listed on Schedule 4.01(w) hereto and any refinancing of the industrial revenue bond obligations listed on Schedule 4.01(w) hereto provided there is no increase in effect from time to time, whether accounted for as a sale or a financing.the aggregate principal amount of such obligations; (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if Debt under the Loan Documents; (C) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $50,000,000 at any time outstanding; (D) Debt of the Borrower and FinServ in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Agreement Value of all such Ordinary Course Hedge Agreements under which the Borrower or FinServ would be required to make a payment on termination thereof do not exceed in the aggregate $75,000,000 (net of the value of cash, Cash Equivalents or other assets deposited in a margin account in connection with any such Ordinary Course Hedge Agreements and the face amount of any letter of credit issued with respect to any such Ordinary Course Hedge Agreements) at any time outstanding; (E) Debt of the Borrower and its Subsidiaries (other than LSFCC or LSFLLC) to FinServ and Debt of FinServ to the Borrower and its other Subsidiaries (other than LSFCC or LSFLLC) in the ordinary course of business; (F) Debt of Foreign Subsidiaries in the form of Permitted Foreign Receivables Purchase Transactions, provided the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (G) Debt of the Borrower and its Subsidiaries in the form of Real Estate Financing Transactions, provided the principal amount of all Debt permitted under this Section 5.02(b)(iii)(G) and Section 5.02(b)(iii)(H) (including all such Debt when combined with existing on the Closing Date and listed on Schedule 4.01(w) hereto) does not exceed in the aggregate $175,000,000 at any time outstanding and the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (H) Debt of the Borrower and its Subsidiaries in the form of Equipment Financing Transactions, provided the principal amount of all Supplemental Facilities is in excess of [***], Debt permitted under this Section 5.02(b)(iii)(H) and Section 5.02(b)(iii)(G) (including all such Debt is approved by existing on the Agent Closing Date and listed on Schedule 4.01(w) hereto) does not exceed in the aggregate $175,000,000 at any time outstanding and the Majority Buyers.Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (vI) Ordinary Course Hedging Agreements between the Borrower or FinServ and FinServ and the other Subsidiaries of the Borrower (other than LSFCC or LSFLLC) in the ordinary course of business; (J) Debt of the Borrower and its Subsidiaries in the form of Permitted Domestic Receivables Purchase Transactions in form and substance reasonably satisfactory to the Administrative Agent, provided the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (K) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries outstanding on the Closing Date and listed on Schedule 4.01(w) hereto; (L) Debt between the Borrower and any of its Subsidiaries or between any of its Subsidiaries arising from purchases of inventory or raw materials in the ordinary course of business; (M) Debt arising from the honoring of a check, draft or similar instrument against insufficient funds; (N) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries; PROVIDED, HOWEVER, that the sum, without duplication, of (i) the aggregate principal amount of all such Debt incurred after the date hereof PLUS (ii) the aggregate Investments permitted by Section 5.02(f)(x) PLUS (iii) the aggregate dispositions permitted by Section 5.02(e)(x) shall not exceed $50,000,000 in the aggregate during Fiscal Year 2001, $100,000,000 in the aggregate during Fiscal Years 2001 and 2002, taken as a single period, or $150,000,000 in the aggregate during Fiscal Years 2001, 2002 and 2003, taken as a single period; (O) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries incurred in connection with institutional lenders and/or a disposition permitted under Section 5.02(e)(xii); (P) Debt of the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, Borrower or any Subsidiary of the Borrower to the Borrower or any of its other than Debt Subsidiaries incurred in connection with a Permitted Foreign Receivables Purchase Transaction permitted under a Supplemental Facility, Section 5.02(b)(iii)(F) in an amount not to exceed [***] the proceeds thereof; and (Q) other Debt (without duplication) of the Borrower and its Subsidiaries not exceeding $150,000,000 in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementtime.

Debt. The Sellers Borrower will not, nor not and will it not permit any Subsidiary to, to create, incur incur, assume or suffer to exist any DebtIndebtedness, except: (ia) Debt arising Obligations of the Borrower and each Guarantor under this Agreement or existing on Agreement, the date hereof Guaranties and described in Schedule III hereto.any other Loan Documents; (iib) Debt arising under Hedging Program.Swap Obligations of the Borrower or any Subsidiary owing to any Bank (or any Affiliate of a Bank) or to any other counterparty acceptable to the Administrative Agent; (iiic) Debt Indebtedness under any Treasury Management Agreement; (d) Indebtedness of any Subsidiary to the Borrower or a Wholly Owned Subsidiary; (e) the Prudential Obligations and any refinancings, extensions, renewals or replacements thereof, to the extent the principal amount of the Sellers under agreements approved by Prudential Obligations (or refinancing thereof) is not increased and the Majority Buyers documents governing any refinancing of the Prudential Obligations do not contain terms, conditions, covenants and events of default which are more restrictive than those contained in effect from time to time, whether accounted for as a sale or a financing.the Prudential Note Documents; (ivf) Debt incurred Indebtedness of any Guarantor under Supplemental Facilities provided that (A) such Debt is approved by the AgentPrudential Note Guaranties, and (B) if such Debt when combined with all Supplemental Facilities so long as the Prudential Intercreditor Agreement is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.effect; (vg) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount Indebtedness not to exceed [***] $100,000,000 in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]outstanding (such other Indebtedness may include Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition, provided, however, that such Indebtedness shall not have been incurred in contemplation of such Acquisition and in no case shall any such Indebtedness remain in effect for a period of time beyond the maturity date of such Indebtedness in place when such Subsidiary was acquired); and (Bh) the payments under existing Indebtedness described on Schedule 7.2 hereto and any refinancings, extensions, renewals or replacements of such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate Indebtedness to the obligations extent the documents governing such refinanced Indebtedness do not contain terms, conditions, covenants and events of default which, taken collectively, are materially more restrictive than those contained in the documents governing such Indebtedness as of the Sellers under this AgreementEffective Date.

Debt. The Sellers will Borrower shall not, nor will it and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create, incur incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof Borrower and described in Schedule III hereto.the Subsidiary Guarantors may become and remain liable with respect to the Obligations; (ii) the Borrower and its Subsidiaries may become and remain liable with respect to unsecured Debt arising under Hedging Program.(in addition to Debt otherwise permitted by this Section 5.02(a)) in an aggregate outstanding principal amount which, when added to the aggregate liability of the Borrower and its Subsidiaries with respect to Contingent Obligations incurred pursuant to Section 5.02(d)(vi), does not exceed $25,000,000; (iii) Debt any wholly-owned Subsidiary of the Sellers under agreements approved Borrower other than any Foreign Subsidiary may become and remain liable with respect to Debt to the Borrower; provided that any payment by any Subsidiary Guarantor of the Majority Buyers Obligations shall result in effect from time a pro tanto reduction of the amount of any intercompany Debt owed by such Subsidiary to time, whether accounted the Borrower or to any of its Subsidiaries for as a sale or a financing.whose benefit such payment is made; (iv) the Borrower and its Subsidiaries, as applicable, may remain liable with respect to the Debt incurred under Supplemental Facilities provided that described in SCHEDULE 5.02 (A) annexed hereto and with respect to any renewals, refundings or refinancings thereof to the extent that any such renewal, refunding or refinancing does not increase the original principal amount thereof or grant collateral security not provided for under terms of the original Debt is approved by as of the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.Effective Date; (v) Debt incurred the Borrower and the Subsidiary Guarantors may become and remain liable with institutional lenders and/or respect to the Senior Notes and any renewals, refundings or refinancings of all or any part of the Senior Notes consummated on terms and conditions acceptable to each of the Lenders (which terms shall include, without limitation, no amortization, mandatory prepayments or other required payments shall be required prior to ninety-one (91) days after the Termination Date); (vi) Universal Coach Parts, Inc. may become and remain liable under that certain promissory note dated April 17, 1995, in the principal amount of $890,000 payable to ▇▇▇▇▇▇▇▇▇▇▇ GroupParts and Equipment, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an Inc.; provided the principal amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value.outstanding thereunder at no time exceeds $890,000; (vii) one or more of the Borrower's Foreign Subsidiaries organized under the laws of Canada or any Canadian Province may become and remain liable with respect to Debt secured by mortgage loan servicing rights provided that in an aggregate principal amount not exceeding U.S. $25,000,000 (or the Canadian equivalent thereof) (the "Canadian Debt"), which aggregate amount shall include any such Debt is approved outstanding on the date hereof or any renewal, refunding or refinancing thereof and any such Debt advanced by the Majority Buyers.Borrower, and the Borrower may become and remain liable with respect to any guaranty of the Canadian Debt; and (viii) subject to Section 2.07(b)(iii)(B), the Borrower may become and remain liable with respect to unsecured Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock pursuant to a Financing consummated on terms and conditions acceptable to each of the SellersLenders (including, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]without limitation, (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1amount, maturity, amortization, interest rate, premiums, fees, covenants, events of default, remedies and, if applicable, subordination terms), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers will notNeither PESCO nor any of its consolidated Subsidiaries may, nor will it permit any Subsidiary todirectly or indirectly, create, incur incur, or suffer to exist any direct, indirect, fixed, or contingent liability upon itself for any Debt, except: other than (a) the Obligation, (b) overdraft lines of PESCO and its consolidated Subsidiaries and guarantees by PESCO or its consolidated Subsidiaries of overdraft lines for Borrower's foreign Subsidiaries and their Joint Ventures collectively not to exceed $7,000,000, in the aggregate at any time (calculated so as not to include both the overdraft line and any related guaranty), including, without limitation, those overdraft lines presently existing and described on SCHEDULE 7.11, (c) customary trade payables in the ordinary course of business, (d) Pool International, Inc.'s obligations as set forth in Section 9 of the Contingent Support Agreement, (e) Debt of Obligors arising under the Contingent Support Agreement, (f) foreign exchange contracts, (g) intercompany Debt otherwise permitted to be incurred under the Original Credit Agreement before -- or under this Agreement after -- the date of this Agreement, (h) Debt relating to purchases of assets not exceeding $200,000 in the aggregate outstanding at any one time for all of PESCO and its consolidated Subsidiaries, (i) obligations relating to bid and performance guarantees and surety bonds required in the ordinary course of business, (j) guarantees and other Debt arising under this Agreement disclosed on SCHEDULE 7.11 as renewed or existing on the date hereof and described in Schedule III hereto. extended (iibut not increased) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (ivk) Debt incurred pre-approved in writing by Determining Lenders, (l) the "Obligation" as defined in the Term Loan Agreement and the ISDL Agreement, (m) $11,500,000 of Borrower's 10% Subordinated Notes issued to the Sellers pursuant to the Payment Agreement, a guaranty by PESCO of such Notes, and a nonrecourse guaranty by PCESI of such Notes, (n) notes in respect of deferred compensation obligations of approximately $1,600,000 to certain key employees of GPC during the period ending three years after the closing under Supplemental Facilities provided that the Stock Purchase Agreement, (Ao) such Debt is approved guarantees by PCESI of up to $400,000 (in the Agentaggregate outstanding at any time) with respect to leases by its employees of light vehicles, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (vp) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations principal amount of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes $545,000 incurred in connection with the redemptionPurchase Agreement between Borrower's Subsidiary, repurchase or other acquisition or retirement of any of capital stock of Pool Company (Texas) Inc. ("POOL TEXAS") and Elder Well Service, Inc., pursuant to which Pool Texas purchased eight well servicing rigs for $650,000 (including the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate transfer to the obligations seller of the Sellers under this Agreementcertain existing Pool Texas assets).

Debt. The Sellers After the date hereof, the Borrower will not, nor will it permit any Subsidiary to, create, not incur or suffer to exist exist, and will not permit any Debtof its Subsidiaries to incur or suffer to exist, except: (i) any Debt arising other than: Debt under this Agreement or any other Financing Document; Debt existing on December 31, 2001 and listed on Schedule 5.08 hereto with respect to the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt “Manulife” mortgage financing for the corporate headquarters of the Sellers under agreements approved by the Majority Buyers in effect from time to timeBorrower and any refinancing, whether accounted for as a sale extension, renewal or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregaterefunding thereof, provided that any refinancing, extension, renewal or refunding of any such Debt shall not increase the principal amount of such Debt; Debt owing to Joint Ventures in which the Borrower or one of its Subsidiaries is participating; Debt owed by the Borrower to a Subsidiary, or by a Subsidiary to the ▇▇▇▇▇▇▇▇ GroupBorrower, LLC must be unsecured and subordinate evidenced by an intercompany note pledged and delivered to the obligations Agent under the Subsidiary Pledge Agreement or the Borrower Pledge Agreement, as the case may be; Debt incurred or assumed by the Borrower or one of its Subsidiaries for the purpose of financing all or any part of the Sellers under this Agreement. cost of acquiring any equipment of the Borrower or one of its Subsidiaries (vi) Debt incurred under Permitted Servicing Facilitiesincluding through capital leases), provided that the aggregate maximum available outstanding principal amount under of all Permitted Servicing Facilities such Debt incurred or assumed by the Borrower and its Consolidated Subsidiaries shall not exceed [***] of $2,500,000 in the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount aggregate outstanding thereunder shall not exceed at any time [***], (B) time; and Debt incurred to finance the payments under such notes are made from Cash Dividends permitted under Section 13(1), Borrower’s and (C) such notes are unsecured and subordinate its Subsidiaries’ insurance premiums not to exceed $3,000,000 in the obligations of the Sellers under this Agreementaggregate outstanding at any time.

Debt. The Sellers will not, Neither the Borrower nor will it permit any Subsidiary to, create, of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Debt arising under this Agreement or existing on Liens securing the date hereof same attach only to the Equipment acquired by the incurrence of such Debt, and described in Schedule III hereto. (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $500,000 at any time; (d) the Borrower’s reimbursement obligations and any Subsidiary’s guaranty obligations owed to VPVP arising as a result of payments made by VPVP to the Lender under Hedging Program. the VPVP Guaranty so long as the same are fully subordinated to the Obligations as set forth in the Subordination Agreement; (iiie) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock refinancing of the SellersMortgage on the Scotts Valley Real Estate, provided that such Debt meets the conditions set forth in Section 12.19; and (Af) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the total principal amount outstanding thereunder shall thereof is not exceed at any time [***]increased, (Bii) the payments under Liens, if any, securing such notes are made from Cash Dividends permitted under Section 13(1)refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (Civ) the terms of such notes refunding, renewal or extension are unsecured and subordinate not materially less favorable to the obligations of Borrower or the Sellers under this AgreementLender than the original Debt.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $3,500,000; (iiic) Debt of the Sellers Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that, upon the reasonable request of Administrative Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under agreements approved by such demand note shall be subordinated to the Majority Buyers Obligations of the Company hereunder in effect from time a manner reasonably satisfactory to time, whether accounted for as a sale or a financing.the Administrative Agent; (ivd) Debt incurred under Supplemental Facilities provided that (A) such Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is not increased in excess of [***]the amount set forth on such Schedule; (e) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (f) Contingent Liabilities listed on Schedule 11.1 and Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted hereunder; (g) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 11.1; (h) Guaranties by the Company and/or its Subsidiaries in respect of Debt of Joint Ventures, if such Joint Ventures are permitted under this Agreement, up to an aggregate amount of $3,000,000 for all such Debt is approved being guarantied by the Company and its Subsidiaries; (i) Hedging Obligations incurred in favor of Administrative Agent, any Lender or any of their Affiliates for bona fide hedging purposes and not for speculation; (j) Debt owing to any trust created under a supplemental executive retirement program of the Company; (k) Unsecured Subordinated Debt up to an aggregate principal amount outstanding at any time of Twenty Five Million Dollars ($25,000,000), approved prior to the incurrence thereof by the Administrative Agent and subject, at all times after the Majority Buyers.incurrence thereof, to a Subordination Agreement; and (vl) Debt incurred with institutional lenders and/or of the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not Company owing to exceed [***] the Canadian Entities up to $7,500,000 in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. (a) The Sellers Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, createIncur any Debt (including Acquired Debt); provided, incur however, that the Borrower and the Guarantors may Incur Debt if on the date thereof (A) the Consolidated Coverage Ratio for the Borrower and its Restricted Subsidiaries is at least 2.50 to 1.00; and (B) no Default or suffer Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring the Debt or transactions relating to exist any such Incurrence. (b) Notwithstanding Section 9.02(a), the Borrower and its Restricted Subsidiaries may Incur the following Debt, except: (i) Debt arising under of the Borrower or a Guarantor Incurred pursuant to (x) the Senior Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (A) $700,000,000, which amount shall be reduced by $300,000,000 in five consecutive and equal quarterly installments of $60,000,000, the initial reduction of which shall occur on December 31, 2007 and the last reduction shall occur on December 31, 2008 and (B) 30% of Adjusted Consolidated Net Tangible Assets, and Guarantees of the Borrower or any Restricted Subsidiaries in respect of the Debt Incurred pursuant to the Senior Credit Agreement, (y) this Agreement or existing on the date hereof Agreement, and described in Schedule III hereto.(z) any Exchange Notes; (ii) Debt arising under Hedging Program.represented by the Guaranty Agreement and other Guarantees by the Guarantors of Debt Incurred in accordance with the provisions of this Agreement; provided that in the event such Debt that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Guaranty Agreement, as the case may be; (iii) Debt of the Sellers under agreements approved Borrower owing to and held by any Restricted Subsidiary or Debt of a Restricted Subsidiary owing to and held by the Majority Buyers Borrower or any Restricted Subsidiary; provided, however, (A) if the Borrower is the obligor on such Debt, such Debt is expressly subordinated to the prior payment in effect from time full in cash of all obligations with respect to timethe Loans; (B) if a Guarantor is the obligor on such Debt and the Borrower or a Guarantor is not the obligee, whether accounted for as such Debt is subordinated in right of payment to the Guaranty Agreement of such Guarantor; and (C) (1) any subsequent issuance or transfer of Equity Interest or any other event which results in any such Debt being beneficially held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower and (2) any sale or other transfer of any such Debt to a financing.Person other than the Borrower or a Restricted Subsidiary of the Borrower shall be deemed, in each case, to constitute an Incurrence of such Debt by the Borrower or such Subsidiary, as the case may be; (iv) Debt incurred under Supplemental Facilities provided that represented by (Ax) such the Senior Notes, (y) any Debt is approved by (other than Debt described in clauses (i), (ii), (iii), (vi), (viii), (ix) and (x) of this Section 9.02(b)) outstanding on the AgentEffective Date, including without limitation the Existing Convertible Notes, and (Bz) if such any Refinancing Debt when combined with all Supplemental Facilities is Incurred in excess respect of [***]any Debt described in this clause (iv), such Debt is approved by the Agent and the Majority Buyers.clause (v), clause (vii) or clause (xvi) of this paragraph or Incurred pursuant to Section 9.02(a); (v) Debt incurred with institutional lenders and/or of a Restricted Subsidiary Incurred and outstanding on the ▇▇▇▇▇▇▇▇ Groupdate on which such Restricted Subsidiary was acquired by, LLC for general working capital purposesor merged into, the Borrower or any Restricted Subsidiary (other than Debt under Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Supplemental FacilityRestricted Subsidiary or was otherwise acquired by the Borrower or (b) otherwise in connection with, or in an amount not contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired, the Borrower would have been able to exceed [***] in the aggregate, provided that any Incur $1.00 of additional Debt pursuant to Section 9.02(a) after giving effect to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate Incurrence of such Debt pursuant to the obligations of the Sellers under this Agreement.clause (v); (vi) Debt under Hedging Obligations that are Incurred in the ordinary course of business or as otherwise required to be incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall Senior Credit Agreement (and not exceed [***] for speculative purposes) (x) for the purpose of fixing or hedging interest rate risk with respect to any Debt Incurred without violation of this Agreement; (y) for the Appraised Value.purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (z) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (vii) Debt secured represented by Capitalized Lease Obligations, mortgage loan servicing rights provided that financings or purchase money obligations or other Debt, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Borrower or such Debt is approved by Guarantor, and Attributable Debt, in an aggregate principal amount not to exceed at any time outstanding the Majority Buyers.greater of $25,000,000 and 1.5% of Adjusted Consolidated Net Tangible Assets; (viii) Debt evidenced Incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees issued for the account of or provided by the Borrower or a Restricted Subsidiary in the ordinary course of business, including guarantees and obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such obligations (in each case other than an obligation for borrowed money); (ix) Debt arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of the Borrower or any business, assets or Equity Interest of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five business days of Incurrence; (xi) Indebtedness Incurred in respect of obligations relating to net gas balancing positions arising in the ordinary course of business; (xii) endorsements of negotiable instruments for collection in the ordinary course of business; (xiii) Debt (other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Administrative Agent; (xiv) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $15,000,000 in the aggregate at any one time outstanding; (xv) Debt incurred to finance insurance premiums; (xvi) Debt in connection with trade payables owed to FM Services, Inc. arising in the ordinary course of business; and (xvii) in addition to the items referred to in clauses (i) through (xvi) above, Debt of the Borrower and the Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xvii) (including any Refinancing Debt incurred under clause (iv) above with respect to such Debt) and then outstanding, will not exceed the greater of $30,000,000 and 2% of Adjusted Consolidated Net Tangible Assets. (c) Notwithstanding the foregoing, the Borrower will not Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Borrower unless such Debt will be subordinated to the Loans to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Debt will be subordinated to the obligations of such Guarantor under the Guaranty Agreement to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Debt if the proceeds are used to refinance Debt of the Borrower. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this covenant: (i) in the event that Debt meets the criteria of more than one of the types of Debt described in Section 9.02(a) or 9.02(b), the Borrower, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below, may later classify such item of Debt in any manner that complies with this covenant and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Effective Date under the Senior Credit Agreement shall be deemed initially Incurred on the Effective Date under Section 9.02(b)(i) and not Section 9.02(a) or 9.02(b)(iv) and may not later be reclassified; (ii) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (iii) if obligations in respect of letters of credit are Incurred pursuant to the Senior Credit Agreement and are being treated as Incurred pursuant to Section 9.02(b)(i) and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more unsecured promissory notes incurred in connection with other provisions of this covenant permitting such Debt; and (vi) the redemption, repurchase or other acquisition or retirement amount of any of capital stock Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the Sellersliability in respect thereof determined in accordance with GAAP. Accrual of interest, provided that accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this covenant. (Ae) the total amount outstanding thereunder shall not exceed If at any time [***]an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (Band, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this covenant). (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the payments under Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such notes are made from Cash Dividends permitted under Section 13(1)Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and (C) such notes are unsecured and subordinate refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Borrower may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the obligations currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. (g) Unless and until the Covenant Effectiveness Date shall occur, the Borrower, notwithstanding any other provision of this Section 9.02 to the contrary, will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt except Debt permitted to be Incurred pursuant to Section 9.02 of the Sellers under this AgreementSenior Secured Credit Agreement as in effect on the date hereof the terms of which are hereby incorporated by reference whether or not the Senior Secured Credit Agreement shall then be in effect.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider. (b) Debt arising under this Agreement or of the Borrower and its Restricted Subsidiaries existing on the date hereof and described in that is reflected on Schedule III hereto9.02. (iic) Debt arising under Hedging Program[Reserved]. (iiid) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $1,000,000 and (ii) five percent (5%) of the Sellers under agreements approved by the Majority Buyers Borrowing Base in effect from time to at such time, whether accounted for as a sale or a financingin each case, in the aggregate at any one time outstanding. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with bonds or surety obligations required by Governmental Requirements in connection with the Agent, operation of the Oil and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority BuyersGas Properties. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided, further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement financing of any insurance premiums in the ordinary course of capital stock of the Sellers, business. (i) Specified Additional Debt; provided that (Ai) after giving effect to the incurrence of such Debt, no Event of Default shall have occurred and be continuing, (ii) such Debt does not have any scheduled principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and termination of all Commitments) or maturity date until the date that is one hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) after giving pro forma effect to the incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01(a)(i)), (v) such Debt shall have no financial covenants which are not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the total amount outstanding thereunder shall not exceed at any time [***]non-financial covenants applicable to such Debt are no more restrictive, taken as a whole, than the non-financial covenants contained in this Agreement (B) as determined by the payments under such notes are made from Cash Dividends permitted under Section 13(1Borrower in good faith), and (Cvii) such notes are unsecured and subordinate to the obligations no Subsidiary of the Sellers Borrower (other than a Guarantor) is an obligor under such Debt; (j) other Debt not to exceed, in the case of this Agreementclause (j), the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time outstanding.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, exceptDebt other than: (i) Debt arising under incurred pursuant to this Agreement or existing on the date hereof and described in Schedule III hereto.Agreement; (ii) unsecured Subordinated Debt arising under Hedging Program.and Permitted Subordinated Debt; (iii) Debt accrued expenses, current trade payables and other current liabilities arising in the ordinary course of business and not incurred through the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.borrowing of money; (iv) unsecured Debt incurred under Supplemental Facilities (x) of any Subsidiary to the Borrower (y) of any Subsidiary to a Subsidiary and (z) of the Borrower to any Subsidiary, provided that (A) any such Debt under this clause (iv) is approved incurred in the ordinary course of business consistent with past practice and is evidenced by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by one or more promissory notes pledged to the Agent and pursuant to the Majority Buyers.Security Agreements; (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.Contingent Obligations permitted by SECTION 6.4; (vi) other Consolidated Debt incurred under Permitted Servicing Facilities(including, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] without limitation, Debt secured by liens described in clauses (E) and (G) of the Appraised Value.definition of Permitted Liens and Capital Lease Obligations) in an aggregate principal amount at any time outstanding not to exceed $30,000,000 for the Borrower and its Subsidiaries; (vii) Debt secured by mortgage loan servicing rights of the Borrower under any Interest Rate Protection Agreements (if any) entered into with one or more Lenders in respect of the Debt incurred pursuant to this Agreement; provided that the notional amount of all such Debt is approved by agreements at any time shall not exceed the Majority Buyers.aggregate amount of the Commitments at such time; (viii) Debt evidenced by one incurred pursuant to the Swingline Note; and (ix) Debt incurred pursuant to the ELLF. The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of Subordinated Debt (on terms acceptable to the Required Lenders in their sole discretion) within five (5) Business Days after the Agent's and the Lender's receipt of information regarding the amount and material terms thereof; provided, however, the failure to approve or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder disapprove such Subordinated Debt during such period shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementconstitute approval.

Debt. The Sellers will Borrower shall not, nor will it and shall not permit any Subsidiary of its Subsidiaries to, create, incur create or suffer to exist any Debt, exceptother than: (i) Debt owed to the Lender; (ii) Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any equipment or capital assets in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; (iii) obligations (contingent or otherwise) existing or arising under any Hedge Agreement, provided that if such obligations are not with the Lender or any of its Affiliates, (x) such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (y) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (iv) to the extent constituting Debt, investments permitted under Section 6.02(e), including intercompany Debt of the Borrower and the Subsidiaries to the extent permitted by Section 6.02(e); provided that any such Debt that is owed by a Loan Party to a Subsidiary that is not a Loan Party is subordinated to the Obligations on the terms satisfactory to the Lender; (v) Cash Management Obligations, provided that if such Cash Management Obligations are not with the Lender or any of its Affiliates, to the extent incurred in the ordinary course of business in a manner not prohibited by this Agreement or Agreement; (vi) Debt existing on the date hereof of this AgreementAmendment No. 4 Effective Date and described in set forth on Schedule III hereto.6.02(b) to the Disclosure Letter, together with any Permitted Refinancing; (iivii) Debt arising under Hedging Program.assumed in connection with a Permitted Acquisition, so long as such Debt (A) does not exceed $5,000,00010,000,000 in the aggregate at any time outstanding and (B) was not incurred in contemplation of such Permitted Acquisition; (iiiviii) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (ix) Guaranties with respect to Debt permitted by this Section; (x) Debt in respect of letters of credit or bankers’ acceptances supporting facility leases in an aggregate principal or face amount not exceeding $5,000,000 at any time; (xi) Debt secured by Liens permitted by Sections 6.02(a)(iii), (iv), (vii), (viii) , (x), (xi), and (xiii); (xii) Debt of the Sellers under agreements approved Borrower or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Majority Buyers Borrower or such Subsidiary in effect from time to time, whether accounted for as a sale or a financing.the ordinary course of business against insufficient funds; (ivxiii) Debt in the form of earn-outs in respect of any Permitted Acquisition or any other investments permitted by Section 6.02(e) and Debt which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations or guarantees, in each case incurred or assumed in connection with the acquisition or disposition of any assets permitted by this Agreement; (xiv) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (xv) unsecured Debt constituting, including Convertible Debt Securities of the Borrower, not otherwise permitted pursuant to this Section, in an aggregate principal amount not to exceed the greater of (x) $350,000,000 and (y) immediately after giving pro forma effect to the incurrence of such Debt, an amount that would not cause the Total Leverage Ratio (calculated to include the proposed Debt contemplated under Supplemental Facilities this Section 6.02(b)(xv)) to exceed 6.00 to 1.00 (based on the financial statements for the most recent fiscal quarter end for which financial statements have been provided), which may be incurred on a one-time basis (and which may be refinanced pursuant to a Permitted Refinancing)provided that, in each case, that complies with each of clauses (A)-(F) below; provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt immediately after giving effect to the ▇▇▇▇▇▇▇▇ Groupincurrence of such Debt, LLC must the Borrower shall be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection compliance with the redemptionfinancial covenants set forth in Section 6.03, repurchase or other acquisition or retirement of any of capital stock of on a pro forma basis (based on the Sellers, provided that (A) financial statements for the total amount outstanding thereunder shall not exceed at any time [***]most recent fiscal quarter end for which financial statements have been provided), (B) the payments under final maturity of such notes Debt shall not be prior to the date that is one-hundred eighty (180) days after the Maturity Date, (C) such Debt will not have mandatory prepayment, amortization, redemption, sinking fund or similar prepayments (other than asset sale, casualty, condemnation, nationalization or extraordinary receipts events, change of control, fundamental change, make-whole fundamental change or similar event risk provisions providing for mandatory offers to repurchase customary for debt securities, and, for the avoidance of doubt, any Net Share Settlement provisions) prior to the date that is one-hundred eighty (180) days after the Maturity Date at the time of the issuance of such Debt, (D) such Debt is not guaranteed by any Subsidiary that has not guaranteed the Obligations, (E) the covenants, events of default and other terms of such Debt, taken as a whole, are made from Cash Dividends permitted under Section 13(1not more restrictive on Borrower and its Subsidiaries than the terms of the Loan Documents, taken as a whole (as determined in good faith by Borrower, it being understood that (1) customary repurchase or redemption obligations described in the parenthetical to clause (C) above and (2) customary additional interest provisions for failure to file required reports or additional interest in lieu of customary events of default, in each case shall not be more restrictive), and (CF) no Event of Default shall have occurred and be continuing or result from the incurrence of such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.Debt;

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Borrower and its Subsidiaries existing on the date hereof and described that is reflected in Schedule III heretothe Financial Statements. (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time Capital Leases not to time, whether accounted for as a sale or a financingexceed $35,000,000. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the Agent, operation of the Oil and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority BuyersGas Properties. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Subsidiary or between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) Debt evidenced by one or more unsecured promissory notes incurred endorsements of negotiable instruments for collection in connection with the redemptionordinary course of business. (h) Permitted Debt, repurchase or other acquisition or retirement the principal amount of which does not exceed $300,000,000 and any of capital stock of the Sellers, guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt (A) the total amount outstanding thereunder shall not exceed at any time [***], no Default has occurred and is then continuing and (B) no Default would result from the payments under incurrence of such notes are made from Cash Dividends permitted under Section 13(1Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (v) such Permitted Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Permitted Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Super-Majority Lenders and (Cvii) such notes are unsecured and subordinate prior to the obligations incurrence of such Debt, the Sellers under this AgreementBorrowing Base is adjusted pursuant to Section 2.07(e). (i) other Debt not to exceed $35,000,000 in the aggregate at any one time outstanding.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Investment Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (iiic) Debt of the Sellers Companies to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to the Companies or another Wholly-Owned Domestic Subsidiary of the Companies; provided that, if requested by Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under agreements approved by such demand note shall be subordinated to the Majority Buyers Obligations hereunder in effect from time a manner reasonably satisfactory to time, whether accounted for as a sale or a financing.Agent; (ivd) Hedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) Debt incurred at any time following consummation of the Closing Date Transactions in the form of or otherwise pursuant to a revolving credit facility from a lender or lenders, in amounts and with documentation and terms reasonably acceptable to Agent, so long as such Debt is at all times subject to an intercreditor agreement acceptable to Agent; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Supplemental Facilities provided that Section 7.5; (h) In amounts acceptable to the Agent, (i) (A) such Permitted Seller Debt is approved by the Agent, and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as, in each case, such Debt was not incurred in contemplation of such Permitted Acquisition; (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note Party (other than Parent), which Debt or other obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (j) Debt when combined with all Supplemental Facilities is consisting of unpaid insurance premiums (not in excess of [***], such Debt is approved by the Agent one (1) year’s premiums) owing to insurance companies and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes insurance brokers incurred in connection with the redemptionfinancing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety bonds, repurchase customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other acquisition obligations are permitted under clause (l) below, or retirement (iii) arising as a result of customary indemnification obligations to purchasers that are not Affiliates of a Note Party in connection with any disposition permitted by Section 7.5 hereof; (l) indebtedness incurred in the ordinary course of business under (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $750,000 at any time outstanding; (m) unsecured Debt of Parent owing to former employees, officers, or directors (or any spouses, former spouses, or estates of any of capital stock the foregoing) of Parent, the SellersCompanies and their Subsidiaries to finance the repurchase by Parent of equity interests of Parent that have been issued to such Persons upon the death or separation from employment thereof, provided that so long as (Ai) no Event of Default has occurred and is continuing at the time of issuance or would result from the incurrence of such Debt and (ii) the total aggregate amount of all such Debt outstanding thereunder shall at any one time does not exceed $1,000,000; (n) unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred in the ordinary course of business; (o) [reserved]; (p) [reserved]; (q) Debt in connection with permitted intercompany advances, loans and capital contributions permitted by Section 7.11(q) below; (r) Contingent payment obligations and contingent liabilities in respect of customary indemnification obligations and customary post-closing adjustments or “true-ups” of purchase price in connection with any Permitted Acquisition; (s) accrued unpaid management fees, in an aggregate amount not to exceed $750,000 per Fiscal Year, to the extent not permitted to be paid pursuant to Section 7.4(h); and (t) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementexceeding $2,000,000.

Debt. The Sellers Neither the Parent MLP nor the Borrower nor any of the other Restricted Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Notes or other Indebtedness arising under the Loan Documents; (ii) Debt arising under Hedging Program. (iiib) Debt of the Sellers under agreements approved by Borrower and the Majority Buyers Restricted Subsidiaries existing on the Closing Date that is reflected in effect the Financial Statements or on Schedule 9.02(b), and any refinancings, renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to timetime incurred in the ordinary course of business which, whether accounted for as a sale if greater than 90 days past the invoice or a financing.billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (ivd) Debt incurred under Supplemental Facilities provided that Capital Leases (Aas required to be reported on the financial statements of the Borrower pursuant to GAAP) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] $10,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the aggregate, provided that operation of the Oil and Gas Properties; (f) intercompany Debt among the Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(h); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged 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 Indebtedness on terms set forth in the Guarantee Agreement; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) purchase money Debt in respect of property acquired by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with Borrower and the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, Restricted Subsidiaries; provided that (Athe aggregate principal or face amount of all Debt secured under this Section 9.02(h) the total amount outstanding thereunder shall not exceed $10,000,000 at any time [***]time; (i) Permitted Subordinate Debt; provided, that contemporaneously with any issuance or incurrence thereof (Bi) the payments under such notes are made from Cash Dividends Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (j) Permitted Senior Debt; provided, that immediately prior to the issuance or incurrence thereof the Mortgaged Properties shall have a PV9% value of not less than the required Minimum Collateral Value; provided further, contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (k) guarantees of Debt of the Parent MLP, the Borrower or any other Restricted Subsidiary otherwise permitted under this Section 13(1), and 9.02; (Cl) such notes are unsecured and subordinate other Debt not to exceed $20,000,000 in the obligations of aggregate at any one time outstanding; and (m) the Sellers under this AgreementPreferred Stock.

Debt. The Sellers None of the Parent, the Borrower or any of their Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III heretoNotes or other Indebtedness arising under the Loan Documents. (iib) Debt arising under Hedging Programaccounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiic) intercompany Debt among the Parent, the Borrower and any of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale Borrower's Subsidiaries or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Majority BuyersBorrower to either the Parent or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guarantee Agreement. (viiid) Debt evidenced by one or more unsecured promissory notes incurred endorsements of negotiable instruments for collection in connection with the redemptionordinary course of business. (e) Subordinated Debt, repurchase or other acquisition or retirement the principal amount of which does not exceed $250,000,000 and any of capital stock of the Sellers, guarantees thereof; provided that (Ai) the Borrower shall have complied with Section 8.01(p), (ii) at the time of incurring such Subordinated Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Subordinated Debt after giving effect to the incurrence of such Subordinated Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Subordinated Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total amount outstanding thereunder shall Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Subordinated Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (v) such Subordinated Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Subordinated Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Required Lenders and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (f) other Debt, including Capital Leases and purchase money Debt not to exceed $1,000,000 in the aggregate, not to exceed the lesser of $5,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt arising under this Agreement the Notes or existing on other Indebtedness or any guaranty of or suretyship arrangement for the date hereof and described in Schedule III heretoNotes or other Indebtedness. (iib) Debt arising under Hedging Programaccounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiic) intercompany Debt between the Borrower and any of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale its Subsidiaries or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiid) endorsements of negotiable instruments for collection in the ordinary course of business. (e) Debt evidenced (i) associated with bonds or surety obligations required by one or more unsecured promissory notes incurred Governmental Requirements in connection with the redemption, repurchase or other acquisition or retirement operation of Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of business. (f) Capital Leases not to exceed $25,000,000 in the aggregate at any of capital stock of the Sellersone time. (g) Funded Debt and any guarantees thereof, provided that (Ai)(A) at the total amount outstanding thereunder shall not exceed at any time [***]such Funded Debt is incurred, no Default has occurred and is then continuing and (B) no Default would result from the payments incurrence of such Funded Debt after giving effect to the incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Funded Debt, the Borrowing Base shall be adjusted Houston 3931255v.7 in accordance with Section 2.07(e) and the incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) such Funded Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Funded Debt does not mature sooner than four years after the Maturity Date, (v) such Funded Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and (vi) such Funded Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) other Debt not to exceed $40,000,000 in the aggregate at any one time outstanding. (i) Debt incurred by the Borrower pursuant to the Senior Notes and any Permitted Refinancing Debt in respect thereof. (j) Extensions, renewals or replacements of any Debt (for purposes of this paragraph (j), “refinancing debt”) permitted in clauses (a) through (h) so long as (i) the principal amount (or accreted value, if applicable) of such refinancing debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, renewed or replaced (plus all accrued interest on the Debt and the amount of all expenses and premiums incurred in connection therewith), (ii) such refinancing debt has a final maturity date later than the final maturity date of the Debt being extended, renewed or replaced, (iii) if the Debt being extended, renewed or replaced is subordinated in right of payment to the obligations under this Agreement, such notes are made from Cash Dividends permitted refinancing debt has a final maturity date equal to or later than the final maturity date of, and is subordinated in right of payment to, the obligations under Section 13(1)this Agreement on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being extended, renewed or replaced, (iv) such refinancing debt is incurred either by the Borrower or by a Subsidiary who is the obligor on the Debt being extended, renewed or replaced, and (Cv) if incurred by the Borrower, such notes are unsecured and subordinate to refinancing debt may be guaranteed by the obligations of the Sellers under this AgreementGuarantors.

Debt. The Sellers Each Issuer covenants that it will not, nor will it and not permit any Subsidiary of its Subsidiaries to, createincur, incur assume or suffer to exist any Debt, except: (i) Debt arising Obligations under this Agreement or existing on Agreement, the date hereof Notes and described in Schedule III hereto.the other Transaction Documents; (ii) Debt arising Obligations under Hedging Program.the Credit Agreement in an aggregate outstanding principal amount of $20,000,000 for the revolving credit facility thereunder and $30,000,000 for the term loan facility thereunder, but only if such obligations are subject to the Intercreditor Agreement and the Intercreditor Agreement is in full force and effect; (iii) Debt secured by Liens permitted by paragraph 6C(iv), and extensions, renewals and refinancings thereof; provided that such Debt shall not exceed the cost of the Sellers under agreements approved by applicable property being leased or acquired and that the Majority Buyers in effect from aggregate amount of all such Debt at any time to time, whether accounted for as a sale or a financing.outstanding shall not exceed $500,000; (iv) Debt incurred under Supplemental Facilities of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must shall be unsecured and subordinate subordinated to the obligations of the Sellers Issuers and the Guarantors under this Agreement., the Notes and the other Transaction Documents, in a manner reasonably satisfactory to the Required Holder(s); (v) Subordinated Debt; (vi) Debt Hedging Obligations incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall for bona fide hedging purposes and not exceed [***] of the Appraised Value.for speculation; (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers.Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under paragraph 6F; and purchasers in connection with dispositions permitted under paragraph 6F; (viii) other unsecured Debt, in addition to the Debt evidenced by one or more unsecured promissory notes incurred listed above, in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total an aggregate outstanding amount outstanding thereunder shall not exceed at any time [***], exceeding $250,000; (Bix) Accounts payable and trade debt arising in the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations ordinary course of the Sellers business of the Company or one of its Subsidiaries; (x) Any non-recourse obligation of the Company or one of its Subsidiaries arising from a discounting transaction in the ordinary course of business; and (xi) Obligations under this the Existing Prudential Notes and the Existing Note Agreement.

Debt. The Sellers will Borrower shall not, nor will shall it permit any Subsidiary to, issue, incur, assume, create, incur or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (ia) the Obligations of the Borrower owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations of the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to the Borrower or another Subsidiary or by the Borrower to a Subsidiary, Guarantees and similar undertakings by the Borrower or a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; (e) Debt arising under this Agreement outstanding (or existing commitments existing) on the date hereof and described listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in Schedule III hereto.connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (ii) Debt arising under Hedging Program. (iiif) Debt of any Person that becomes a Subsidiary of the Sellers under agreements approved Borrower after the date hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary; (h) unsecured Debt, Guarantees and other obligations incurred by the Majority Buyers in effect Borrower or any Foreign Subsidiary under or with respect to the Revolving Credit Agreement (as amended, amended and restated, replaced or refinanced from time to time, whether accounted for as a sale or a financing.); (iva) Priority Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (Bb) if such Debt when combined with all Supplemental Facilities is obligations of Subsidiaries in excess respect of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facilityletters of credit, in an amount each case, not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under otherwise permitted by this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, Section 8.7; provided that the sum of the aggregate maximum available principal amount under all Permitted Servicing Facilities shall of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the case of such obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed [***] 10% of Consolidated Total Capitalization as of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock most recently ended fiscal quarter of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed Borrower at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.time; and

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party or its Subsidiaries to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $50,000,000; (c) Debt (other than Intercompany Subordinated Debt) (i) of the Borrower to any Guarantor, of any Guarantor to any other Guarantor, or existing of any Guarantor to the Borrower, (ii) of any Foreign Subsidiary to any Loan Party, subject to the limitations set forth in Section 7.11(g), (iii) of any Subsidiary that is not a Loan Party to any Subsidiary that is not a Loan Party; provided that, to the extent requested in writing by the Administrative Agent, any such Debt owing to a Loan Party shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations of any Loan Party under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person), providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (e) Debt in respect of insurance premium financings in the ordinary course of business so long as such Debt does not exceed the unpaid amount of such premium; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (g) Debt outstanding on the date hereof and described listed on Schedule 7.01 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule III hereto. connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (h) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions permitted under Hedging Program.Section 7.11 or (ii) purchasers in connection with dispositions permitted under Section 7.05; (i) Contingent Liabilities in respect of guarantees of any Loan Party or any Subsidiary in respect of Debt or other obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (j) Intercompany Subordinated Debt in an aggregate outstanding principal amount not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (k) Debt incurred pursuant to any Permitted Securitization Transaction; (l) Debt pursuant to the Longview Bonds and the Indenture; (m) Debt of any Person that becomes a Subsidiary of a Loan Party in a transaction permitted hereunder (including extensions, refinancing, renewals and replacements thereof that do not increase the outstanding principal amount thereof); provided that (i) such Debt exists at the time such Person becomes a Subsidiary and is not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Loan Party, (ii) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, (iii) Debt after giving effect to such Debt, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.14 as of the Sellers under agreements approved by last day of the Majority Buyers in effect from time to time, whether accounted most recent Fiscal Quarter for as which a sale or a financing. Compliance Certificate has been delivered and (iv) the aggregate principal amount of Debt permitted by this clause shall not exceed $50,000,000; (n) unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $500,000,000 so long as (A) no Event of Default or Default has occurred and is continuing on the date of any such Debt is incurred under Supplemental Facilities provided that or would result therefrom, and (B) after giving effect to such Debt, Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (o) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $60,000,000 so long as (A) such Debt is approved by subordinated to the AgentObligations, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]pursuant to documentation, such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt on terms satisfactory to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]Administrative Agent, (B) no Event of Default or Default has occurred and is continuing on the payments under date of any such notes are made from Cash Dividends permitted under Section 13(1)Debt is incurred or would result therefrom, and (C) after giving effect to such notes are unsecured and subordinate to Debt, Borrower is in compliance on a Pro Forma Basis with the obligations financial covenants set forth in Section 7.14 as of the Sellers under this Agreementlast day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered.

Debt. The Sellers will notNo Loan Party shall, nor will shall it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, incur, create, incur assume, or suffer permit to exist any Debt, except: (ia) the Obligations; (b) existing Debt described on Schedule 8.1; (c) Purchase Money Debt and Capitalized Lease Obligations in an aggregate principal amount at the time incurred, together with the principal amount outstanding of all other Debt incurred pursuant to this clause (c), not to exceed the Threshold Amount; (d) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto.associated with worker’s compensation claims; (e) unsecured intercompany Debt owed by any Loan Party to another Loan Party, (ii) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved owed by the Majority Buyers in effect from time any Loan Party to time, whether accounted for as a sale or Restricted Subsidiary that is not a financing. (iv) Debt incurred under Supplemental Facilities Loan Party; provided that such Debt (A) such Debt is approved by shall be subordinated to the Agent, Obligations in a manner reasonably satisfactory to Administrative Agent and (B) if such Debt when combined with all Supplemental Facilities does not require the payment of cash interest by any Loan Party to a non-Loan Party, and (iii) owed by a Restricted Subsidiary that is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under not a Supplemental Facility, in an amount not Loan Party to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights a Loan Party; provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) is permitted under Section 8.5 and (B) shall be evidenced by a promissory note pledged and delivered to Administrative Agent pursuant to the total amount outstanding thereunder Security Documents; (f) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 8.1; (g) Debt associated with financing of insurance premiums in the ordinary course of business; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft, payment order or other debit drawn, presented or issued against insufficient funds in the ordinary course of business so long as such Debt is extinguished within three (3) Business Days of its incurrence; (i) any unsecured senior or unsecured senior subordinated Debt of Borrower or any Restricted Subsidiary and guarantees thereof by Borrower or any Restricted Subsidiary; provided that, in each case: (i) such Debt shall solely be comprised of unsecured senior or unsecured senior subordinated Debt, (ii) such Debt shall not exceed provide for any amortization of principal or any scheduled prepayments of principal on any date prior to 180 days after the Maturity Date in effect at any the time [***]of incurrence or issuance, (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date in effect at the time of incurrence or issuance, (iv) such Debt (or the documents governing such Debt) shall not contain (A) financial maintenance covenants that are more restrictive or onerous with respect to Borrower and its Restricted Subsidiaries than the financial maintenance covenants in this Agreement (as determined in good faith by senior management of Borrower), (B) covenants (other than financial maintenance covenants) or events of default, taken as a whole, that are more restrictive or onerous with respect to Borrower and the payments under such notes are made from Cash Dividends permitted under Section 13(1Restricted Subsidiaries than the covenants (other than financial maintenance covenants) and events of default in this Agreement (as determined in good faith by senior management of Borrower), and (C) restrictions on the ability of Borrower or any of its Subsidiaries to guarantee the Obligation or to pledge assets as collateral security for the Obligations, (D) any mandatory prepayment or Redemption provisions which would require a mandatory prepayment or Redemption of such notes are unsecured and subordinate Debt (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a “change in control”) or (E) any prohibition on the prior repayment of any Obligations, (v) immediately after giving effect to the obligations incurrence or issuance of such other Debt, the application of the Sellers under proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.8(f) on account thereof and on the date of such incurrence or issuance of such Debt: (A) Borrower shall be in pro forma compliance with each of the Financial Covenants, in each case, for the Rolling Period most recently ended for which financial statements are available and (B) no Event of Default or Borrowing Base Deficiency shall exist and (vi) the Borrowing Base shall automatically be reduced on the date of the incurrence or issuance of such Debt to the extent (if any) required by Section 2.8(f); and (j) other Debt in an aggregate principal amount at the time incurred, together with the principal amount outstanding of all other Debt incurred pursuant to this Agreementclause (j), not to exceed the Threshold Amount.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, createassume, incur maintain or suffer to exist otherwise become liable or be liable in respect of any Debt, except: other than: (ia) Debt arising under this Agreement or existing on the date hereof Noteholder Obligations and described the obligations in Schedule III hereto. respect of the Securities Purchase Documents; (ii) Debt arising under Hedging Program. (iiib) Debt of any Subsidiary of the Sellers under agreements approved Company incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Majority Buyers in effect from time to timeacquisition thereof, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) and extensions, renewals and replacements of any such Debt is approved by that do not increase the Agentoutstanding principal amount thereof; provided, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities of Debt permitted by this clause (b) shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided $7,000,000; and, provided, further that such Debt is approved by incurred prior to or within 90 days after such acquisition or the Majority Buyers. completion of such construction or improvement; (viiic) Capital Leases or other Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemptionfinancing (including any modification, repurchase refinancing or other acquisition replacement thereof that does not, when taken as a whole, have an adverse effect on the Purchasers) of the utility plant owned and operated by Northwind and located on the Energy Premises, (d) Senior Debt permitted by the Intercreditor Agreement (Senior Debt), (e) Debt listed on Section 7.4 of the Disclosure Schedule of Aladdin Gaming assumed by OpBiz pursuant to the Acquisition Agreement) and any renewals, extensions or retirement refinancing thereof that do not increase the aggregate outstanding principal amount thereof, plus accrued and unpaid interest on the Debt refinanced, (f) the Guaranties permitted by Section 7.3; (g) Debt of any Person that becomes a Subsidiary after the date hereof, in accordance with the terms hereof, provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of capital stock or in connection with such Person becoming a Subsidiary and provided, further, that neither the Company nor OpBiz becomes liable for any such Debt; (h) Debt of any Subsidiary of the SellersCompany as an account party in respect of trade letters of credit issued in the ordinary course of business; (i) [reserved]; (j) Debt of the Subsidiaries of the Company in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade letters of credit, in each case provided in the ordinary course of business, and any extension, renewal or refinancing thereof to the extent not provided to secure the repayment of other Debt and to the extent that the amount of refinancing Debt is not greater than the amount of Debt being refinanced; (k) Hedge Obligations (provided, however, that the notional principal amount of any such Hedge Obligations does not exceed the principal amount of indebtedness to which such Hedge Obligation relates); (l) Debt incurred in connection with letters of credit in the aggregate stated face amount of up to $90,000,000 that are obtained for the benefit of OpBiz, the proceeds of draws under which shall be applied for Renovation Capital Expenditure or as required by Sections 4.3(b) or 7.13 of the Senior Credit Agreement, provided that (Ai) any draw down of funds under such letters of credit shall be treated as an equity investment by the Company in OpBiz and (ii) the total Company has posted cash collateral equal to the face amount of such letters of credit outstanding thereunder shall from time to time (or if such letters of credit are not exceed at any fully cash collateralized, has a combination of unrestricted cash on deposit in the Company's bank accounts and cash collateral equal to the stated face amount of such letters of credit outstanding from time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1to time), ; and (Cm) such notes are other unsecured and subordinate to the obligations Debt of Subsidiaries of the Sellers under this AgreementCompany not to exceed $500,000 in aggregate principal amount outstanding.

Debt. The Sellers It will not, nor and will it not permit any Restricted Subsidiary to, directly or indirectly, create, incur incur, guarantee or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) (i) Debt in respect of Cash Management Services incurred in the Ordinary Course of Business and (ii) reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (c) Debt in respect of Capitalized Leases (including obligations from Capitalized Leases arising from Permitted Sale/Leaseback Transactions), Synthetic Lease Obligations and purchase money obligations for the acquisition, construction or improvement of fixed or capital assets (including, without limitation, office equipment, data processing equipment and motor vehicles (whether or not constituting purchase money Debt)) within the limitations set forth in Section 10.2.2(i); (d) the guarantee of or other reimbursement obligations in connection with performance bonds to the extent all such Debt at any one time outstanding does not exceed $10,000,000; (e) (i) the incurrence by the Company or any of its Restricted Subsidiaries of liability in respect of the Debt of any Unrestricted Subsidiary or any joint venture but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or joint venture and not as a guarantor of such Debt; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Debt incurred under this Agreement clause (e) (i) and then outstanding does not exceed $20,000,000 and (ii) the incurrence by any Foreign Subsidiary of Debt that, in the aggregate together with all other Debt of all Foreign Subsidiaries (including all Refinancing Debt incurred to extend, refinance, renew, replace, defease, refund, discharge or existing otherwise retire for value any Debt incurred pursuant to this clause (e)(ii)), does not exceed $20,000,000; (f) Debt consisting of the financing of insurance premiums in the Ordinary Course of Business; (g) (i) Secured Notes and (ii) Debt secured on a pari passu basis to the Secured Notes (to the extent such Debt under this clause (g)(ii) (A) is permitted pursuant to the terms set forth in the Secured Notes Indenture as in effect on the Closing Date, (B) unless approved by the Administrative Agent in its sole discretion, has representations, covenants and defaults applicable to it that are not less favorable (taken as a whole) in any material respect to the Borrowers than those applicable to the Secured Notes and (C) is secured by Secured Notes Collateral that is subject to the Collateral Rights Agreement) at any time outstanding in an aggregate principal amount not exceeding $50,000,000, and, in each case of the foregoing subclauses (g)(i) and (g)(ii), any Refinancing Debt in respect thereof; (h) Debt outstanding on the date hereof and described in listed on Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.10.2.1

Debt. The Sellers Issuer will not, nor and will it not permit any Subsidiary other Note Party to, incur, create, incur assume or suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Note Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Note Documents; (b) Debt of any Note Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000; (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 in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) (i) Debt arising under this Agreement or existing on between the date hereof Issuer and described in Schedule III hereto. its Subsidiaries that are Note Parties, (ii) Debt arising under Hedging Program. between the Subsidiaries of the Issuer which are Note Parties, and (iii) Debt of extended to the Sellers under agreements approved Issuer and its Subsidiaries which are Note Parties by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities any other Note Party; provided that (A1) such Debt is approved by the Agentnot held, assigned, transferred, negotiated or pledged to any Person other than a Note Party, and (B2) if any such Debt when combined with all Supplemental Facilities is owed by either the Issuer or a Guarantor shall be subordinated to the Obligations on terms set forth in excess of [***], such Debt is approved by the Agent and the Majority Buyers.Guaranty Agreement; (ve) endorsements of negotiable instruments for collection in the ordinary course of business; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt incurred associated with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, appeal bonds and bonds or sureties provided to any Governmental Authority or to any other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred Person in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock operation of the SellersOil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (Ai) after giving effect to the incurrence or issuance thereof, the Issuer shall be in compliance on a pro forma basis with the financial covenant set forth in Section 9.01 and (ii) the total Issuer shall only be permitted to incur such Senior Unsecured Notes if the net cash proceeds thereof (other than up to $10,000,000 in excess proceeds incurred as a result of good-faith rounding and estimation in determining the issuance amount outstanding thereunder of such Senior Unsecured Notes) are used solely to redeem in full the Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in full in accordance with the RRI Certificate of Designations no later than twenty-five (25) days after the date of incurrence of such Senior Unsecured Notes if, and only if, at such time the Series B Redeemable Preferred Stock of RRI is owned in whole or in part by EIG (it being agreed and understood that if EIG does not own the Series B Redeemable Preferred Stock in whole or in part at such time, no Senior Unsecured Notes may be incurred hereunder); provided that until the redemption of the Issuer Series B Preferred Units and the Series B Redeemable Preferred Stock of RRI, such net cash proceeds received from the issuance of the Senior Unsecured Notes shall be held in a deposit account subject to an Account Control Agreement; (i) to the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, not to exceed $3,000,000 in the aggregate at any one time [***]outstanding; (k) any guarantee of any other Debt permitted to be incurred hereunder; (l) Debt in respect of the First Lien Credit Facility that is subject to the terms of the Intercreditor Agreement; provided that (i) such Debt is a single conforming commercial banking revolving facility for oil and gas secured loan transactions with no differentiation among the First Lien Lenders and all such Debt is pari passu in right of payment, pricing, maturity, security and liquidation thereof, (Bii) the payments Person selected to be the administrative agent thereunder is PNC Bank, National Association or another administrative agent recognized as being an established administrative agent for commercial banking borrowing base lending facilities for oil and gas secured transactions and (iii) the First Lien Lenders are commercial banking institutions that invest in conforming revolving borrowing base facilities of such type in the ordinary course of business; and (m) obligations in respect of any Issuer Preferred Units so long as such obligations are not classified as debt under GAAP or no mandatory redemption payment is then due; provided, however, even if such notes Issuer Preferred Units are made from Cash Dividends classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 13(1), and (C) 9.02 as long as the Borrower is in pro forma compliance with Section 9.01 measured upon giving effect to such notes are unsecured and subordinate to the obligations of the Sellers under this AgreementReclassified Units.

Debt. The Sellers will notNot, nor will it and not permit any other Note Party or Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof other Investment Documents, and described in Schedule III hereto.Debt evidenced by the Shareholder Notes; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $600,000; (iiic) Debt of the Sellers Companies to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to the Companies or another Wholly-Owned Domestic Subsidiary of the Companies; provided that, if requested by Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under agreements approved by such demand note shall be subordinated to the Majority Buyers Obligations hereunder in effect from time a manner reasonably satisfactory to time, whether accounted for as a sale or a financing.Agent; (ivd) Hedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt incurred described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) [Reserved]; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Supplemental Facilities provided that Section 7.5; (h) (i) (A) such Permitted Seller Debt is approved by the Agent, and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as such Debt was not incurred in contemplation of such Permitted Acquisition; provided, that the aggregate outstanding amount of all Debt permitted by this Section 7.1(h)(i) shall not exceed $750,000 at any time, and (ii) Permitted Earn-Outs in an aggregate amount outstanding not to exceed $750,000 at any time (for purposes of this Section 7.1(h), the amount outstanding determined as the maximum amount potentially payable in respect of such Permitted Earn-Out in accordance with the terms thereof); (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note Party (other than Holdings), which Debt or other obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (j) Debt when combined with all Supplemental Facilities is consisting of unpaid insurance premiums (not in excess of [***], such Debt is approved by the Agent one (1) year’s premiums) owing to insurance companies and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes insurance brokers incurred in connection with the redemptionfinancing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety bonds, repurchase customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other acquisition obligations are permitted under clause (l) below, or retirement (iii) arising as a result of customary indemnification obligations to purchasers that are not Affiliates of a Note Party in connection with any disposition permitted by Section 7.5 hereof; (l) indebtedness incurred in the ordinary course of business under (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $600,000 at any time outstanding; (m) unsecured Debt of Holdings owing to former employees, officers, or directors (or any spouses, former spouses, or estates of any of capital stock the foregoing) of Holdings, the SellersCompanies and their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that have been issued to such Persons upon the death or separation from employment thereof, provided that so long as (Ai) no Event of Default has occurred and is continuing at the time of issuance or would result from the incurrence of such Debt and (ii) the total aggregate amount of all such Debt outstanding thereunder shall at any one time does not exceed $600,000; (n) unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred in the ordinary course of business; (o) [Reserved]; (p) [Reserved]; (q) Debt in connection with permitted intercompany advances, loans and contributions permitted by Section 7.11(q) below; (r) Contingent payment obligations and contingent liabilities in respect of customary indemnification obligations and customary post-closing adjustments or “true-ups” of purchase price in connection with any Permitted Acquisition; (s) accrued unpaid management fees, in an aggregate amount not to exceed $600,000 per Fiscal Year, to the extent not permitted to be paid pursuant to Section 7.4(h); and (t) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementexceeding $1,000,000.

Debt. The Sellers Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Obligations arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Notes or other Obligations arising under the Loan Documents; (iib) Debt arising under Hedging Program. accounts payable and other accrued expenses, liabilities or other obligations to pay (iiifor the deferred purchase price of Property or services) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice or that are being contested in good faith by appropriate action and for as a sale or a financing.which adequate reserves have been maintained in accordance with GAAP; (ivc) intercompany Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by between the Agent, Borrower and (B) if such Debt when combined with all Supplemental Facilities is in excess any of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt its Subsidiaries or between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(d); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority Buyers.Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (viiid) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any Obligor in respect of capital stock of the Sellersworkers’ compensation claims, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***]performance bonds, (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)surety bonds, and (C) such notes are unsecured and subordinate appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to the obligations of the Sellers under this Agreement.governmental agencies;

Debt. The Sellers will notNeither Holdings, the US Borrower nor will it permit any Subsidiary towill incur, create, incur assume or suffer permit to exist any Debt, except: (ia) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt arising under this Agreement (including unfunded commitments) of the US Borrower or Holdings existing on the date hereof and described Closing Date which is reflected in the Financial Statements or is disclosed in Schedule III hereto.10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (iic) Debt arising accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under Hedging Program.GAAP shall have been established therefor; (iiid) Debt of the Sellers US Borrower under agreements approved by the Majority Buyers in effect from time to time, whether accounted Hedging Agreements which are for as a sale or a financing.bona fide business purposes and are not speculative; (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.Operating Equipment Lease Obligations; (vf) other Debt incurred with institutional lenders and/or of the ▇▇▇▇▇▇▇▇ GroupUS Borrower and its Domestic Subsidiaries incurred, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] $35,000,000 in the aggregate, ; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $30,000,000 at any time outstanding; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to ordinary course of business or in connection with the obligations enforcement of rights or claims of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing FacilitiesUS Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate maximum available outstanding amount under of all Permitted Servicing Facilities cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed [***] $5,000,000; (i) Debt of any Foreign Subsidiary of the Appraised Value.US Borrower or Holdings the proceeds of which Debt are used for such Foreign Subsidiary's and/or its Foreign Subsidiaries' working capital and general business purposes ("Foreign Subsidiary Indebtedness"); and (viij) Debt secured for borrowed money assumed by mortgage loan servicing rights the US Borrower or one of its Subsidiaries, or of a Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Debt is approved by shall not exceed $65,000,000 in the Majority Buyers. (viii) aggregate at any time and such Debt evidenced by one or more unsecured promissory notes was not incurred in connection with the redemptionwith, repurchase or other in anticipation or contemplation of such permitted acquisition or retirement merger; and provided further that the aggregate amount of any of capital stock of Debt permitted pursuant to this clause (j) that has a scheduled maturity date that is earlier than the Sellers, provided that (A) the total amount outstanding thereunder scheduled Revolving Credit Termination Date shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement$30,000,000.

Debt. Holdings will not incur, create, assume or permit to ---- exist any Debt except the Holdings Senior Notes. The Sellers Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, incur assume or suffer permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) intercompany Debt between or among the Borrower and any of its Wholly- Owned Subsidiaries and intercompany Debt owed to Holdings by any of its Wholly- Owned Subsidiaries, subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(b) shall be unsecured, shall be -------------- evidenced by instruments satisfactory to the Administrative Agent which will be pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $500,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower to the Borrower shall not be required to be so evidenced, pledged or subordinated; (c) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be ------------ secured if such Debt constitutes a part of the Obligations; (i) existing Debt arising under this Agreement in the principal amounts and as otherwise described on Schedule 7.10 hereto and renewals, extensions or existing refinancings of such Debt ------------- which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the date hereof and described in Schedule III hereto. Effective Date, (ii) purchase money Debt arising (including Capital Lease Obligations) secured by purchase money Liens and renewals, extensions or refinancings of such Debt which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt being renewed, extended or refinanced, all of which Debt and Liens are permitted under Hedging Program. and meet all of the requirements of clause (g) and (with respect to renewals, extensions or refinancings) clause (n) of the definition of Permitted Liens contained in Section 1.1, (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to timeadditional ----------- unsecured Debt, whether accounted for as a sale or a financing. and (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved Guarantees by the AgentBorrower of loans to employees, officers and directors of the Borrower or its Subsidiaries made for the purpose of financing purchases of Capital Stock of Holdings by such employees, officers or directors (Bas applicable) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] $250,000 in the aggregateaggregate principal amount at any time Guaranteed; provided, provided that any Debt to the ▇▇▇▇▇▇▇▇ Grouphowever, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available principal amount under all Permitted Servicing Facilities of the Debt referred to in this Section 9.1(d) shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred -------------- $10,000,000 in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total aggregate amount outstanding thereunder shall not exceed at any time [***], outstanding (Bexclusive of Debt owed to a Vendor consisting of amounts payable by the Borrower in accordance with a Supply Agreement which are not past due by more than 90 days beyond the due dates therefor specified in the applicable invoices); (e) liabilities of the payments Borrower in respect of unfunded vested benefits under such notes are made from Cash Dividends permitted under Section 13(1), any Plan if and (C) such notes are unsecured and subordinate to the extent that the existence of such liabilities will not constitute, cause or result in a Default; (f) Debt consisting of obligations for repayment of customer deposits received in the ordinary course of business of the Sellers under this Agreement.Borrower and its Subsidiaries;

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary other Credit Party to, directly or indirectly, create, incur incur, assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt incurred under the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1 and any Refinancing Indebtedness in connection therewith; (c) Intercompany Debt arising from loans made by (i) Borrower to any Guarantor, (ii) any Guarantor to Borrower, (iii) Borrower to its Restricted Subsidiaries that are Wholly-Owned Subsidiaries to fund working capital requirements of such Restricted Subsidiaries in the Ordinary Course of Business, or (iv) any Restricted Subsidiary that is a Wholly-Owned Subsidiary of Borrower to Borrower; provided, however, that upon the request of Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent and Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered (subject to any obligation to deliver to the First Lien Agent) to Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations; (d) Guarantees by Borrower of Debt of any Restricted Subsidiary permitted hereunder and by any Restricted Subsidiary of Debt of Borrower or any other Restricted Subsidiary permitted hereunder; (e) Debt of Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts (subject to the limitations in the definition of Swap and Swap Contract), to the extent permitted under Section 5.6; (g) [Reserved;] (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) Debt constituting Permitted Pari Debt; provided that (A) at the time of the incurrence thereof, after giving effect thereto, the aggregate amount of Permitted Pari Debt incurred at or prior to such time does not exceed the positive excess, if any, of (1)(x) $20,000,000 plus (y) any additional amount of Permitted Pari Debt so long as Borrower would be permitted to incur $1.00 of additional Permitted Pari Debt subject to a pro forma compliance with (i) a ratio of PDP PV-10 Value to Consolidated Secured Total Debt of not less than 0.8:1.0 and (ii) a Consolidated Secured Total Leverage Ratio of not greater than 6.0:1.0, reduced by (2) the amount of outstanding Debt incurred pursuant to Section 5.1(a), (B) no Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Permitted Pari Debt and (C) Borrower shall have delivered a certificate executed by a Responsible Officer to the Administrative Agent and the Lead Lenders demonstrating with reasonable detail compliance with the requirements in the preceding clauses (A) and (B) and the definition of Permitted Pari Debt; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) other Debt in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; provided that, if any Permitted Pari Debt is in the form of a revolving credit facility or letter of credit facility than this basket shall be zero; (p) First Lien Credit Agreement Debt and Permitted Additional First Lien Debt and any Refinancing Indebtedness in connection therewith; provided that the aggregate amount of such Debt shall not exceed the First Lien Debt Cap at any one time outstanding; and (q) Junior Lien Debt and unsecured Debt in the form of notes or loans under credit agreements, indentures or other similar agreements or instruments; provided that either the terms and conditions of such Debt have been consented to by the Lead Lenders (not to be unreasonably withheld or delayed) or: (i) the terms of such Debt arising under this Agreement do not provide for any scheduled repayment, mandatory redemption or existing on sinking fund obligations prior to the date hereof that is ninety one (91) days after the Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or event of loss and described in Schedule III hereto.customary acceleration rights after an event of default); (ii) the covenants, events of default and Guarantees and other terms of such Debt arising under Hedging Program.(other than with respect to interest rate and premiums): A. shall not include any financial maintenance covenants; and B. shall comply with one (or more) of the following statements with respect to such covenants, events of default and Guarantees and other terms of such Debt, as determined in good faith by the board of directors of Borrower and certified in good faith to the Administrative Agent and Lead Lenders in a certificate of the Chief Financial Officer of Borrower prior to or at the time of the incurrence of such Debt, which certificate shall include a copy of the board of directors’ resolutions as to such determination and a reasonably detailed description of the material terms and conditions of such Debt or drafts of the documentation relating thereto : (1) the covenants, events of default and Guarantees and other terms of such Debt are customary for similar Debt in light of then-prevailing market conditions; (2) the covenants, events of default and Guarantees and other terms of such Debt are substantially the same as those set forth herein; or (3) when taken as a whole (other than interest rate and redemption premiums), the covenants, events of default and Guarantees and other terms of such Debt are not more restrictive to Borrower and the Restricted Subsidiaries than those set forth in this Agreement; (iii) if such Debt is subordinated, the Obligations have been designated as “Designated Senior Debt” or its equivalent in respect of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.such Debt; (iv) Debt incurred under Supplemental Facilities provided that (A) immediately before and immediately after giving pro forma effect to the incurrence of such Debt is approved by the AgentDebt, no Default or Event of Default shall have occurred and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.be continuing; (v) such Debt incurred with institutional lenders and/or shall not contain any terms that may prohibit or prevent the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations repayment of the Sellers under this Agreement.Obligations; and (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured any fees and other consideration paid by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred Borrower in connection with the redemptionincurrence of such Debt to the lenders under the First Lien Credit Agreement shall be paid pro-rata to the Lenders, repurchase or other acquisition or retirement based upon an aggregate of any of capital stock of the Sellers, provided that (A1) the total amount of loans outstanding thereunder shall not exceed at any time [***], (B) under the payments under First Lien Credit Agreement made by each such notes are made from Cash Dividends permitted under Section 13(1)lender, and (C2) the amount of Loans outstanding made by each such notes are unsecured and subordinate to the obligations of the Sellers under this AgreementLender.

Debt. The Sellers will notNot, nor will it and not permit any Restricted Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Nonrecourse Debt arising under Hedging Program.secured by Liens permitted by Section 7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding shall not exceed $100,000,000; (iiic) Debt of the Sellers Borrower to any domestic Restricted Subsidiary or Debt of any domestic Restricted Subsidiary of which the Borrower owns, directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower or another domestic Restricted Subsidiary; provided that such Debt shall be evidenced by a demand note and the obligations under agreements approved by such demand note shall be subordinated to the Majority Buyers Obligations of the Borrower hereunder in effect from time a manner reasonably satisfactory to time, whether accounted for as a sale or a financing.the Administrative Agent; (ivd) Subordinated Debt provided, that immediately before and immediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt incurred described on Schedule 7.01 and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is not increased; (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Supplemental Facilities Section 7.05; (h) Except as provided in Section 7.01(i) below, up to $75,000,000 of Acquired Debt assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to the Borrower or any other Subsidiary (Aincluding any other Guarantor); (i) Acquired Debt arising under Acquisitions permitted under Section 7.06 where the primary obligor thereof is a Guarantor so long as (i) such Acquired Debt is approved by the Agentunsecured, and (Bii) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Acquired Debt is approved without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or a Subsidiary incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an aggregate amount of $100,000,000 at any time outstanding; (k) secured Debt existing on the Closing Date evidenced by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇Wood ▇▇▇▇ Group, LLC for general working capital purposes, other than Mortgage Documents and the Debt under a Supplemental Facility, in an amount not to exceed [***] in evidenced by the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.Avborne IRB Documents; (vil) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) other secured Debt secured by mortgage loan servicing rights provided that such any Lien permitted under clauses (k), (l) and (n) of Section 7.02; and (m) other unsecured Debt is approved incurred by the Majority BuyersBorrower provided, that immediately before and immediately after the incurrence of such Debt, no Event of Default or Default exists. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt arising under this Agreement Capital Leases not to exceed $1,000,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business; (g) Debt existing on the date hereof and described in disclosed to the Lenders on Schedule III hereto.9.02; (h) Debt approved by the Required Lenders and subordinated to Borrower’s obligations to Lenders in a manner acceptable to the Administrative Agent in its sole discretion; (i) other Debt not to exceed $1,000,000 in the aggregate at any one time outstanding; (j) Permitted Senior Debt and any guarantees thereof; provided that (i) the aggregate principal amount (or accreted value, if applicable) of all Permitted Senior Debt outstanding at any one time (without duplication, and taking into account all concurrent payments or redemptions of Permitted Senior Debt with the proceeds of other Permitted Senior Debt, to the extent otherwise permitted hereunder) shall not exceed $300,000,000, (ii) the Borrower shall comply with Section 8.01(r); and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(e)(iii), and the Borrower shall make any prepayment required by Section 3.04(c)(iii). Upon each such incurrence of Permitted Senior Debt, the Borrower shall be deemed to represent and warrant to the Lenders that both before and immediately after giving effect to the incurrence of such Permitted Senior Debt (and any concurrent repayment of other Permitted Senior Debt refinanced with such Permitted Senior Debt then being incurred, as the case may be, with the proceeds of such incurrence), no Event of Default shall occur and be continuing or would result therefrom; and (k) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends Swap Agreements permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement9.18 hereof.

Debt. The Sellers Parent will not, nor and will it not permit any Subsidiary to, incur, create, incur assume, or suffer permit to exist any Debt, except: (a) Debt to Agent and Banks pursuant to the Loan Documents and existing Debt described on Schedule 10.1; (b) Intercompany Debt owed by the Parent or a Subsidiary to Borrower or loans or advances between Subsidiaries; provided that (i) the obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such time as any portion of the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise), the Borrower hereby agreeing to such subordination, (ii) such Debt must be incurred in the ordinary course of business and on terms customary for intercompany borrowings among Borrower and the Parent or a Subsidiary or must be made on such other terms and provisions as Agent may reasonably require, (iii) Borrower shall have granted Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the payment thereof, and (iv) the sum of (A)the aggregate amount of all Debt owed by Insignificant Subsidiaries to Borrower and the other Subsidiaries plus (B) the aggregate amount of all capital contributions to, investments in and purchases of stock, bonds or other equity securities of Insignificant Subsidiaries by Parent and the other Subsidiaries shall not exceed the amounts provided for in Section 10.5; (c) Debt of Parent or any Subsidiary (other than the Insignificant Subsidiaries) not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate for Parent and all Subsidiaries at any time outstanding secured by purchase money Liens permitted by Section 10.2; (d) Debt constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on Parent's or a Subsidiary's behalf in accordance with the policies issued to Parent and the Subsidiaries; (e) Guarantees by Parent of (i) trade accounts payable owed by a Subsidiary, and arising under this Agreement or existing on in the date hereof and described in Schedule III hereto. ordinary course of business, (ii) Debt arising under Hedging Program. of a Subsidiary or (iii) Debt operating leases of a Subsidiary entered into in the Sellers under agreements approved by the Majority Buyers in effect from time to timeordinary course of business; provided that, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such the Debt guaranteed is approved by the Agent, otherwise permitted hereunder; and (B) if no Default exists or would result from such Guarantee; (f) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars ($1,000,000) in aggregate liability; (g) Debt arising in connection with interest rate swap, cap, collar or similar agreements entered into in the ordinary course of business to fix or limit Parent's or any Subsidiary's (other than an Insignificant Subsidiary) interest expense; (h) Debt of any Person (or any of such Person's subsidiaries) existing at the time such Person becomes a Subsidiary (or is merged into or consolidated with Parent or any of the Subsidiaries), but only to the extent that such Debt when combined was not incurred in connection with, as a result of or in contemplation of such Person becoming a Subsidiary (or being merged into or consolidated with all Supplemental Facilities is Parent or any Subsidiary); provided, however, that (i) in excess no event shall the aggregate amount of [***], such Debt outstanding at any time exceed One Million Dollars ($1,000,000) and (ii) immediately after such acquired Person becomes a Subsidiary (or is approved by the Agent and the Majority Buyers.merged into or consolidated with Parent or any Subsidiary), no Default exists; and (vi) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposesDebts of Parent or any Subsidiary (other than an Insignificant Subsidiary), other than Debt under a Supplemental Facilitythe Debts specifically described in clauses (a) through (h) of this Section 10.1, in an amount not to exceed [***] which in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured aggregate for Parent and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall Subsidiaries do not exceed [***] of the Appraised Value. Two Hundred Fifty Thousand Dollars (vii$250,000) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers Neither QSRD nor any of its Subsidiaries, including the Borrower, will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (a) the Indebtedness or any guaranty of or suretyship arrangement for the Indebtedness including Debt to issuers of letters of credit that are the subject of L/C Guarantees; (b) the Debt of any Obligor existing on and not repaid on the Closing Date which is 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 which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of QSRD pursuant to GAAP) and other Debt of QSRD and the Borrower not otherwise permitted under this Section 9.01 in an aggregate principal amount not to exceed $500,000 at any one time outstanding; (e) Debt of the Borrower under Risk Management Agreements with any Eligible Counterparty; (f) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (g) the Subordinated Debt; (h) intercompany Debt to the extent permitted by Section 9.03; (i) Debt arising under this Agreement from or existing on related to any of the date hereof and Liens described in Schedule III hereto. (ii) Debt arising under Hedging Program. clauses (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) of the definition of "Excepted Liens"; (j) Non-Recourse Debt of any Non-Recourse Subsidiary; and (k) Debt of QSRD and its Subsidiaries, including the Borrower, incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt pursuant to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this AgreementSenior Note Documents. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program. (iiisecured by Liens permitted by Sections 7.02(d), 7.02(h) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agentand 7.02(j), and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]extensions, such Debt is approved by the Agent renewals and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, refinancings thereof; provided that the aggregate maximum available amount under of all Permitted Servicing Facilities such Debt at any time outstanding shall not exceed [***] of the Appraised Value.$25,000,000; (viic) Debt secured by mortgage loan servicing rights of a Co-Borrower to any domestic Wholly-Owned Subsidiary or Debt of any Wholly-Owned Subsidiary to a Co-Borrower or to a domestic Wholly-Owned Subsidiary; provided that such Debt is shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Co-Borrowers hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Subordinated Debt; (e) Hedging Obligations approved by the Majority Buyers.Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (viiif) Debt evidenced by described on Schedule 7.01 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) Debt in respect of secured obligations pursuant to one or more unsecured promissory notes Factoring Facilities, not to exceed $30,000,000 in the aggregate amount at any one time outstanding; (h) Debt assumed in connection with Acquisitions permitted under Section 7.05 not to exceed $10,000,000 at any time outstanding; (i) Debt consisting of seller financing incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall Acquisitions permitted under Section 7.05 not to exceed $10,000,000 at any time [***]outstanding; (j) Debt incurred by a Co-Borrower or any Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Co-Borrower or any such Subsidiary pursuant to such agreements; (Bk) the payments under such notes are made from Cash Dividends guaranties by any Co-Borrower or any Subsidiary of Debt of any other Co-Borrower or any Subsidiary with respect to, in each case, Debt otherwise permitted under to be incurred pursuant to this Section 13(1), 7.01; and (l) so long as there exists no Default before and (C) such notes are unsecured and subordinate immediately after giving effect to the obligations incurrence of any such Debt, other unsecured Debt, in addition to the Sellers under this AgreementDebt listed above, in an aggregate outstanding amount not at any time exceeding $25,000,000.

Debt. The Sellers Borrower will notnot incur, nor create, assume or permit to exist, and will it not permit any Subsidiary toto incur, create, incur assume or suffer permit to exist exist, any Debt, except: except (a) the Obligations, (b) purchase money Debt and Capitalized Lease Obligations in an aggregate principal amount which does not exceed $250,000 outstanding (or, in the case of the SPEs, such amounts as may be set forth in the applicable SPE Mortgage Debt documents) at any time, (c) Debt arising from the endorsement of instruments for collection in the ordinary course of business, (d) Debt owed by (i) one Credit Party to another Credit Party or (ii) any Subsidiary to Borrower, (e) obligations of any Credit Party for taxes, assessments or other governmental charges which are not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which such Credit Party maintains adequate reserves in accordance with GAAP, (f) the SPE Mortgage Debt, (g) Debt arising from one or more judgments which do not, in themselves, give rise to an Event of Default, provided such judgments are satisfied or stayed within thirty (30) days of their rendering, (h) Debt set forth on Schedule 9.1, (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt Rate Management Transactions so long as entered into for bona fide hedging of liabilities of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted Borrower and its Subsidiaries and not for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agentspeculative purposes, and (Bj) if such unsecured Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower or any Debt of its Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations extent not permitted by any of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilitiesforegoing clauses, provided that the aggregate maximum available outstanding principal amount under of all Permitted Servicing Facilities shall such Debt pursuant to this clause (j) does not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed $250,000 at any time [***](or, (B) in the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations case of the Sellers under this AgreementSPEs, such amounts as may be set forth in the applicable SPE Mortgage Debt documents).

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $15,000,000; (iiic) Debt of the Sellers under agreements Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; (d) Subordinated Debt; (e) Hedging Obligations approved by the Majority Buyers Administrative Agent and incurred in effect from time to time, whether accounted favor of a Lender or an Affiliate thereof for as a sale or a financing.bona fide hedging purposes and not for speculation; (ivf) Debt incurred under Supplemental Facilities provided that described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (Ag) the Debt to be Repaid (so long as such Debt is approved by repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) Contingent Liabilities (i) arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (ii) with respect to other customary indemnification obligations entered into in the ordinary course of business, such as directors and officers indemnification obligations, indemnification obligations in purchase orders, Capital Leases, and other agreements that entered into in the ordinary course of business; and (i) up to $500,000 of unsecured Hedging Obligations, which do not require the approval of the Administrative Agent, in which the counterparty is not a Lender or an Affiliate thereof; (j) up to $30,000,000 (in the aggregate outstanding at any time) of Acquired Debt acquired or assumed in Permitted Acquisitions; provided, however, that, notwithstanding the foregoing, the aggregate amount of Debt outstanding at any one time under clauses (j) and (Bk) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.this Section 11.1 may not exceed $30,000,000; (vk) other unsecured Debt, in addition to the Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facilitylisted above, in an aggregate outstanding amount not to exceed [***] in at any time exceeding $30,000,000; provided, however, that, notwithstanding the aggregateforegoing, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount of Debt outstanding at any one time under all Permitted Servicing Facilities shall clauses (j) and (k) of this Section 11.1 may not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one $30,000,000; or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement any guarantees of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementabove.

Debt. The Sellers will Holdings and the Borrower shall not, nor will it and shall not permit any Subsidiary of its Restricted Subsidiaries to, create, incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Borrower, Holdings and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) (i) Debt described on Schedule 8.12 and any Refinancing Debt in respect thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising under this Agreement from the honoring by a bank or existing on other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the date hereof ordinary course of business from customers for goods and described services purchased or rented in Schedule III hereto.the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt arising under Hedging Program. owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale ordinary course or a financing. (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under Supplemental Facilities this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred and any Refinancing Debt in respect thereof; (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence); (q) if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(r) of this Agreement, Debt of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, (i) at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 4.00:1.00 or (ii) if incurred within six months following the Closing Date, such secured Debt does not exceed $275,000,000 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 5.00:1.00; provided that (A) such any secured Debt is approved incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the AgentFixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, and (B) if such Debt when combined with all Supplemental Facilities is in excess will be secured by assets that do not also secure the Obligations prior to the incurrence of [***]such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (q), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (C) the holder of any such debt that is approved by secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Majority Buyers.Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (D) no Default or Event of Default is then continuing or would result therefrom, (E) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (F) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (G) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof) and in the case of the Debt permitted under this clause (q), any Refinancing Debt in respect thereof; (r) [reserved]; if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(q) of this Agreement, Debt of Borrower and the Guarantors under the Term Loan Documents; provided, that (i) in no event shall the aggregate principal amount of Debt at any time outstanding in reliance on this clause (r) exceed the Fixed Asset Cap (as defined in the Initial Intercreditor Agreement on the First Amendment Effective Date), (ii) the holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (iii) such Debt hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (iv) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (r), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (v) no Default or Event of Default is then continuing or would result therefrom, (vi) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (vii) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (viii) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof); (s) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (u) Debt arising under the Secured Equify Loan Documents (as in effect on the Closing Date and/or as subsequently amended, restated, modified, or supplemented to the extent permitted hereunder (other than amendments or modifications that would increase the principal amount of such Debt (other than through interest that is paid in kind) beyond the principal balance outstanding on the Closing Date)) and, in each case, any Refinancing Debt in respect thereof; and (v) Debt incurred all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facilitythis Section 8.12, in the event that an amount not to exceed [***] item of Debt meets the criteria of more than one of the types of Debt described in the aggregateabove clauses, provided that the Borrower, in its sole discretion, may classify and reclassify or later divide, classify or reclassify such item of Debt (or any Debt portion thereof) and will only be required to include the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured amount and subordinate to the obligations type of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by in one or, if it satisfies the Majority Buyers. (viii) Debt evidenced by criteria for more than one clause above, can be allocated among one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellersabove clauses. The accrual of interest, provided that (A) the total amount outstanding thereunder accretion of accreted value and the payment of interest in the form of additional Debt shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under be deemed to be an incurrence of Debt for purposes of this Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement8.12.

Debt. The Sellers will notNo Credit Party shall, nor will shall it permit any Subsidiary of its Restricted Subsidiaries to, create, incur or assume, incur, suffer to exist 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, except:and (ii) the Banking Services Obligations subject, in the case of overdraft lines of credit for the benefit of Foreign Restricted Entities, to the limits in Section 6.1(j) 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 by (i) the Borrower and owing to any Domestic Restricted Subsidiary or (ii) any Domestic Restricted Subsidiary and owing to (x) the Borrower or (y) any Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to whom such Debt under either subclause (i) or (ii) is owed is not a Guarantor, then such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (i) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary; provided that, (A) such Debt is evidenced by a note, (B) the Administrative Agent shall have an Acceptable Security Interest in such note and the receivable evidenced thereby, and (C) the aggregate outstanding principal amount of such Debt incurred by Foreign Restricted Subsidiaries which are not First Tier Foreign Restricted Subsidiaries, together with the aggregate amount of Investments in the form of Equity Interests made by the Restricted Entities in or to Foreign Restricted Subsidiaries permitted under Section 6.3(n), shall not exceed $450,000,000 at any time; and (ii) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to any other Foreign Restricted Subsidiary; (e) intercompany Debt incurred by any Credit Party for general corporate purposes and owing to any Foreign Restricted Subsidiary; provided that, (i) such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the obligations owing to a Guarantor pursuant to the Guaranty and (ii) the aggregate outstanding principal amount of such Debt permitted under this clause (e) shall not exceed $50,000,000 at any time; (f) purchase money Debt or Capital Lease obligations in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.16; (i) Debt arising from the endorsement of instruments for collection in the ordinary course of business and (ii) Debt incurred in the ordinary course of business under performance, surety and appeal bonds, government contracts, bids, statutory obligations, regulatory obligations and other obligations of a like nature; (i) 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; (j) Debt incurred under overdraft lines of credit made available for the purpose of supporting the operations of any Foreign Restricted Entity in the United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that is not a Sanctioned Entity; provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (j) shall not exceed $30,000,000 at any time; (k) unsecured Debt of the 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 Revolving 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 or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (iii) the aggregate outstanding principal amount of all Debt permitted under this clause (k) shall not exceed $150,000,000 at any time, 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 this 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), (B) any restriction on the ability of the 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 Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the 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 Borrower to incur Debt under this Agreement or existing any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of the aggregate Revolving Commitments in effect on the date hereof and described in Schedule III hereto.of the initial issuance of such Debt (after giving effect to the application of the proceeds from such issuance); (iil) unsecured Debt arising under Hedging Program.in respect of redeemable preferred Equity Interests, provided that, the terms thereof shall not require any purchase, redemption, retirement, defeasance or other payment in respect thereof at any time prior to one year after the Revolving Maturity Date; (iiim) Debt of any Restricted Entity that is not 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, Debt of such Restricted Subsidiary existing prior thereto that is not recourse to any other Restricted Entity other than another Restricted Entity that is acquired as part of the Sellers under agreements approved by same Permitted Acquisition) and the Majority Buyers in effect from time to timerefinancing and renewal thereof; provided, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided however, that (Ai) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) such Debt is approved by not recourse to any Restricted Entity or any Property thereof prior to the Agentdate of such Permitted Acquisition, and (Biii) if the aggregate principal amount of Debt at any time outstanding pursuant to this clause (m) shall not exceed $10,000,000; (n) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt when combined with all Supplemental Facilities is 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 approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations fully cancelled upon termination of the Sellers under this Agreement. underlying insurance policy, and (viiii) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available principal amount under all Permitted Servicing Facilities of Debt at any time outstanding pursuant to this clause (n) shall not exceed [***] $10,000,000; (o) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, (i) the aggregate outstanding principal amount of such Debt shall not exceed $25,000,000 at any time, (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 5.7, and (iii) the aggregate outstanding principal amount of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder Material Real Property shall not exceed $10,000,000 at any time [***], time; (Bp) the payments under such notes are made from Cash Dividends unsecured Debt in respect of Investments permitted by Section 6.3(e) and Section 6.3(o); and (q) unsecured Debt not otherwise permitted under the preceding provisions of this Section 13(1)6.1; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (q) shall not exceed $50,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in clauses (b) and (Ck) such notes are unsecured and subordinate of this Section 6.1 shall also be subject to the obligations condition that any such Debt incurred for the purpose of effecting such extension, refinancing, refunding, replacement or renewal shall be in an aggregate principal amount not greater than the aggregate principal amount of the Sellers Debt being extended, refinanced, refunded, replaced or renewed, plus the amount necessary to pay all accrued (including, for the purposes of defeasance, future accrued) and unpaid interest thereon, 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 this Agreementthe Debt being extended, refinanced, refunded, replaced or renewed.

Debt. The Sellers Each of the Parent and the Borrower will not, nor and will it not permit any Subsidiary of their respective subsidiaries to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Obligations and any guaranty of or suretyship arrangement in respect thereof; (b) Debt arising under this Agreement Capital Leases and Debt incurred in connection with purchase money indebtedness not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) Debt associated with worker’s compensation claims, performance, bid, surety or existing on similar bonds or surety obligations required by Governmental Requirements, in each case, incurred in the date hereof ordinary course of business in connection with the operation of the Oil and described Gas Properties; (d) unsecured intercompany Debt between or among Loan Parties (other than the Parent) to the extent permitted by Section 9.07(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than the Parent); (e) endorsements of negotiable instruments for collection in Schedule III hereto.the ordinary course of business; (f) Debt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt arising under Hedging Program. shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (g) any unsecured Debt of the Sellers under agreements approved Parent, the Borrower or any other Loan Party and guarantees thereof by any Loan Party so long as, the Majority Buyers Net Proceeds of such Debt shall be used solely to refinance, refund or replace, first, all of the Revolving Loans (with a corresponding automatic permanent reduction of the then-effective total Revolving Credit Commitments of the Revolving Credit Lenders, on a pro rata basis for each Revolving Credit Lender) and all of the Term Loans and, subsequently, any other Debt permitted by Section 9.02(j) in effect from time existence as of the Effective Date (such refinancing, refunding or replacement Debt and any such subsequent refinancing, refunding or replacement Debt in respect thereof, the “Refinancing Debt”) and, in each case, any subsequent Refinancing Debt; provided that: (i) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to time180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, whether accounted for as a sale casualty or a financing. condemnation event prepayments or customary acceleration rights after an event of default), (ivii) such Debt incurred under Supplemental Facilities provided that shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt (and the documents governing such Debt) shall (A) such Debt contain no financial covenant that is approved by more restrictive or onerous with respect to the AgentLoan Parties than the financial covenants herein, and (B) if not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect on the Loan Parties than those contained in this Agreement, (iv) after giving effect to the incurrence of such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. application of the proceeds thereof, on a pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist and (v) the principal amount of such Debt incurred with institutional lenders and/or does not exceed the ▇▇▇▇▇▇▇▇ Groupprincipal amount of the Debt being refinancing, LLC for general working capital purposesrefunded, replaced or otherwise Redeemed except (A) by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other than Debt under a Supplemental Facilityreasonable and customary fees, in an amount not to exceed [***] in the aggregatecommissions and expenses (including upfront fees, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vioriginal issue discount or initial yield payments) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with such refinancing or replacement and (B) by an amount equal to any existing unutilized commitments thereunder to the redemption, repurchase or extent such commitments are then available to be drawn upon by Loan Party; (h) any other acquisition or retirement of any of capital stock unsecured Debt of the SellersParent, provided that the Borrower or any other Loan Party and guarantees thereof by any Loan Party so long as, after giving effect to the incurrence of such Debt and the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, each on a pro forma basis: (A) the total amount outstanding thereunder pro forma Consolidated Total Net Leverage Ratio shall not exceed at any time [***]be less than 4.25:1.00, as of the last day of the applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (as if such Debt, and all other Debt permitted pursuant to this Section 9.02(h) issued or incurred since the first day of such applicable period, had been issued or incurred on the first day of such applicable period), (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), no Event of Default or Borrowing Base Deficiency shall exist and (C) prior to, or concurrently with the incurrence of any such notes are unsecured Debt, the Term Loans shall be paid in full, in cash; provided that: (i) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (ii) such Debt shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt (and subordinate the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the obligations Loan Parties than the financial covenants herein, and (B) not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect on the Loan Parties than those contained in this Agreement. Notwithstanding anything to the contrary in the foregoing, the Borrowing Base shall automatically be reduced on the date of the Sellers under this incurrence of such Debt in accordance with Section 2.07(e). The Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent required by Section 3.04(c)(iii), Section 3.04(c)(iv) and Section 3.04(c)(v); (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; and (j) Debt of the Parent, the Borrower or any other Loan Party incurred in respect of the Second Lien Notes and the Second Lien Indenture, subject to the terms of the Second Lien Intercreditor Agreement.

Debt. The Sellers Parent and the Borrower will not, nor and will it not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof and described that is reflected in Schedule III heretothe Financial Statements. (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time Capital Leases not to time, whether accounted for as a sale or a financingexceed $25,000,000. (ive) Debt incurred under Supplemental Facilities associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (f) intercompany Debt between the Parent, the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that (Ai) such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries, (ii) any such Debt owed by the AgentParent, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) any such Debt shall not have any scheduled amortization prior to March 25, 2018. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) other Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (i) unsecured Senior Notes of the Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if such Debt when combined with all Supplemental Facilities is in excess of [***]any), such Debt is approved by (iii) the Agent Parent and the Majority Buyers. Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt incurred with institutional lenders and/or does not mature sooner than the ▇▇▇▇▇▇▇▇ Groupdate which is one year after the Maturity Date, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) such Senior Notes or Permitted Refinancing Debt incurred under Permitted Servicing Facilitiesand any guarantees thereof are on terms, provided that taken as a whole, at least as favorable to the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the Appraised Value. then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. do not have any mandatory prepayment or redemption provisions (viiiother than customary change of control or asset sale tender offer provisions) Debt evidenced by one which would require a mandatory prepayment or more unsecured promissory notes incurred redemption in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate priority to the obligations of the Sellers under this AgreementIndebtedness.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and accrued expenses, insurance notes, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than seventy-five (75) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases and Debt that is purchase-money obligations, not to exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(vi) of the Guaranty Agreement of Parent Guarantor, $2,000,000 in the aggregate at any one time outstanding (provided, however, such amount shall increase to $5,000,000 on the date that the Financial Accounting Standards Board adopts in a formal pronouncement the concept set forth in the exposure draft regarding capital leases published on August 1, 2012). (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Parent Guarantor, Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt arising under this Agreement is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, (ii) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent and (iii) such Debt owed by Parent Guarantor to Borrower does not exceed $1,000,000 at any time. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and described in disclosed to the Lenders on Schedule III hereto9.02. (iih) other Debt not secured by Liens and not otherwise permitted by this Section 9.02, not to exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(ix) of the Guaranty Agreement of Parent Guarantor, $2,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Hedging ProgramSwap Agreements permitted under Section 9.18 hereof. (iiik) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to timeAsset retirement obligations including, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agentwithout limitation, plugging and (B) if such Debt when combined abandonment costs associated with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the w▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposesthe removal of well equipment, pipelines and other than Debt under a Supplemental Facilityassociated equipment located on the lease site, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations restoration of the Sellers under this Agreementwell sites. (viI) Debt incurred under Permitted Servicing FacilitiesDeferred federal and state taxes of Parent Guarantor, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)Borrower, and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementany Subsidiary.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist exist, or permit any Debtof its Restricted Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrowers, (A) Subordinated Debt arising under this Agreement evidenced by the Senior Subordinated Notes and any other Subordinated Debt incurred or existing on issued after the date hereof Closing Date; provided that (w) the terms of any such Subordinated Debt, and described of any Subordinated Debt Document entered into or issued in Schedule III hereto.connection therewith, are not prohibited by the Loan Documents, (x) the terms relating to subordination of such Subordinated Debt are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Senior Subordinated Notes, (y) the covenants and defaults, taken as a whole, applicable to such Subordinated Debt are no more restrictive than those contained in the Senior Subordinated Note Indenture and (z) such Subordinated Debt has no scheduled principal payments prior to August 1, 2012; and provided further that the U.S. Borrower shall apply the Net Cash Proceeds of any Subordinated Debt incurred or issued after the Closing Date as a mandatory prepayment of the Advances in accordance with Section 2.06(b)(ii), (B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of the Mexican Subsidiary with respect to Debt in an aggregate principal amount not to exceed $25,000,000; (ii) in the case of any of its Restricted Subsidiaries, (A) Debt arising under Hedging Program.owed to the Borrowers or to a Restricted Subsidiary of the Borrowers, (B) in the case of the Mexican Subsidiary only, Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, and (C) in the case of Subsidiary Guarantors only, guaranty Obligations in respect of the Senior Subordinated Notes and any other Subordinated Debt of the Borrowers; provided that such guaranty Obligations are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Senior Subordinated Notes are subordinated; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $50,000,000 at any time outstanding, (C) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited 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, (D) Debt of any Person existing at the Sellers under agreements approved by time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the Majority Buyers provisions of Section 5.02(e)(viii) or (xiii); provided that (x) such Debt was not incurred in effect from contemplation of such merger, consolidation or investment, (y) neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt and (z) the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the aggregate at any time to time, whether accounted for as a sale or a financing.outstanding, (ivE) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (F) Debt incurred under Supplemental Facilities in connection with an Investment made pursuant to Section 5.02(e)(viii); provided that the aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (AD) such Debt is approved by of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.aggregate at any time outstanding, (vG) Debt incurred with institutional lenders and/or consisting of guaranty Obligations in the ▇▇▇▇▇▇▇▇ Groupordinary course of business of the obligations of suppliers, LLC for general working capital purposescustomers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (I) other than Debt under a Supplemental Facility, outstanding in an aggregate principal amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed $125,000,000 at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers Borrower and each Guarantor will not, nor and will it not permit any Subsidiary of their respective Subsidiaries to, directly or indirectly, create, incur or suffer to exist any direct, indirect, fixed or contingent liability for any Debt, except: other than (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. obligations pursuant to the Credit Documents; (ii) the Debt arising under Hedging Program. described on Schedule VII; (iii) intercompany Debt, (iv) additional Debt of the Sellers Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the aggregate of all Debt of the Guarantors and all such Subsidiaries under agreements approved by the Majority Buyers in effect from time to timethis clause (iv), whether accounted for as a sale secured or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by unsecured, must not exceed $45,000,000 in the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. aggregate at any one time; (v) Debt incurred in connection with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, Sale-Leaseback Transactions otherwise permitted to be consummated in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations accordance with Section 7.03(c) of the Sellers under this Agreement. ; and (vi) to the extent incurred after the Effective Date, any Debt incurred under Permitted Servicing Facilitiesfor borrowed money not otherwise permitted above; provided, provided that (a) the aggregate maximum available principal amount under all of (I) unsecured Debt, (II) secured Subordinated Debt or (III) Debt secured on a junior lien basis with the Advances and other Obligations, incurred in reliance upon this clause (vi), together with any Permitted Servicing Facilities Refinancing Debt, shall not exceed [***] $500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) any Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of 2023 Notes Indenture and\or the Sellers, provided that (A2024 Notes Indenture) the total amount outstanding thereunder shall not exceed at any time [***]during the term of this Agreement, (Bb) any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt that is intended to be secured on a pari-passu or junior lien basis with the Advances and other Obligations shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (d) both before and after giving effect to the incurrence of such Debt, no Default or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing or would result therefrom, (e) both before and after giving effect to the incurrence of such Debt, the Loan Parties are in compliance with Section 7.01(c), (f) the payments under such notes Total Commitments are made from Cash Dividends permitted under permanently reduced and (to the extent of any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the amount of outstanding Advances in excess of the then effective principal amount of the Total Commitments is repaid, in each case, in accordance with the provisions of Section 13(12.05(b), and (Cg) such notes are unsecured any Debt incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and subordinate change of control redemption or offer to purchase provisions and (II) amortization no greater than 5% per annum of the original aggregate principal amount, shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the obligations date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, no portion of such Debt shall be redeemable for cash prior to the Sellers under this Agreementdate that is 91 days after the Stated Termination Date.

Debt. The Sellers Such Credit Party will not, nor and will it not permit any Subsidiary to, directly or indirectly, create, incur incur, assume, guarantee or suffer otherwise become or remain directly or indirectly liable with respect to, any Debt except for: (a) Debt and all other Obligations under the Financing Documents; (b) Debt outstanding on the date of this Agreement as set forth in the Information Certificate (other than Debt permitted pursuant to exist clause (d) of this Section 5.1) to the extent set forth therein; (c) Debt of the Borrowers incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) and related costs and refinancings thereof, in an aggregate principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any other Borrower or any Domestic Wholly-Owned Subsidiary of any Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiaries in an aggregate amount under this clause (ii) not to exceed $500,000 at any time outstanding; provided, however, in each case, such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Collateral Agent, the sole originally executed counterparts of which shall be pledged to the Collateral Agent and delivered to the First Lien Agent as contractual representative for the Collateral Agent pursuant to the Second Lien Intercreditor Agreement (or, following the Discharge of all First Lien Debt, except:the Collateral Agent), as security for the Obligations; (e) unsecured Debt of any Borrower not to exceed $1,000,000 in the aggregate at any time outstanding which is subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent; (f) net obligations to a counterparty under any Swap Contract permitted pursuant to the First Lien Credit Agreement; (g) Debt consisting of Contingent Obligations to the extent permitted pursuant to Section 5.3; (h) the First Lien Debt and refinancings and replacements thereof, to the extent permitted pursuant to the terms of the Second Lien Intercreditor Agreement; and (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III heretofrom Holdings Loans. (ii) Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. (a) The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (i) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (ii) The Senior Notes and other Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof and described that is reflected in Schedule III hereto. (ii) Debt arising under Hedging Programthe Financial Statements. (iii) purchase money Debt of and Debt under Capital Leases not to exceed $75,000,000 in the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financingaggregate. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the Agent, operation of the Oil and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority BuyersGas Properties. (v) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ GroupBorrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.06(g); provided that (i) except as provided in (iii) below, LLC for general working capital purposessuch Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries, (ii) that any such Debt under owed by either the Borrower or a Supplemental Facility, in an amount not Guarantor shall be subordinated to exceed [***] the Indebtedness on terms set forth in the aggregateGuaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), provided that any the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate Administrative Agent a security interest in such promissory notes held by them pursuant to the obligations of the Sellers under this Guaranty Agreement. (vi) Debt incurred under Permitted Servicing Facilitiessecured by Liens permitted by Section 9.03(d) and Section 9.03(e), provided that the principal amount of which does not exceed $50,000,000 in the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Valueat any one time. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by endorsements of negotiable instruments for collection in the Majority Buyersordinary course of business. (viii) Debt evidenced by outstanding under one or more unsecured promissory notes incurred short term money market credit facilities the principal amount of which does not exceed $75,000,000 in connection the aggregate. (ix) Debt and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the redemption, repurchase or other acquisition or retirement incurrence of any of capital stock of the Sellerssuch Debt), provided that that: (A) immediately before, and after giving effect to, the total amount outstanding thereunder shall not exceed at incurrence of any time [***]such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (B) the payments under cash pay interest rate on such notes are made from Cash Dividends permitted under Section 13(1)Debt is reasonably satisfactory to the Administrative Agent, and (C) such notes are unsecured and subordinate Debt does not have any scheduled amortization of principal prior to the obligations Maturity Date, (D) such Debt has a stated maturity no earlier than one year after the Maturity Date, (E) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (F) such Debt does not prohibit prior repayment of Loans, and (G) at the time any such Debt is incurred, the Borrowing Base and the Conforming Borrowing Base then in effect (after taken into account Section 2.07(f)) shall be automatically reduced by an amount equal to the product of 0.30 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000, and the Borrowing Base and the Conforming Borrowing Base as so reduced shall become the new Borrowing Base and the new Conforming Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount. (x) other Debt not to exceed $75,000,000 in the aggregate at any one time outstanding. (xi) following the acquisition of Pogo pursuant to the Merger Agreement, the Pogo Debt and any other Debt of Pogo and its Subsidiaries in existence on the Closing Date; provided, however, that the Debt outstanding under the Pogo Credit Agreement shall be repaid within three Business Days following the acquisition of Pogo by the Borrower and the Pogo Credit Agreement shall be forthwith terminated. (xii) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in) any Debt described in clauses (ii), (iii), (vi) and (ix) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (ix) shall comply with the provisions of such clause (ix). (b) Prior to the Triggering Event, the Borrower will not permit any Excluded Subsidiary to incur, create, assume or suffer to exist any Debt except (i) the Pogo Debt and (ii) other Debt of Pogo and its Subsidiaries in existence on the Closing Date. (c) Notwithstanding the foregoing, this Section 9.02 shall not apply to any Excluded Subsidiary to the extent such application would violate any provision of the Sellers under this AgreementPogo Debt Instruments.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt arising under this Agreement or of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and described any Permitted Refinancing Debt thereof; (c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in Schedule III hereto.each case incurred in the ordinary course of business; (d) (i) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt arising under Hedging Program.thereof; (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (ivi) Debt incurred under Supplemental Facilities to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount shall not to exceed [***] $10,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the aggregate, provided that ordinary course of business in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05; provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement. (viiih) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and any Permitted Refinancing Debt evidenced by one or more unsecured promissory notes incurred thereof; (j) Permitted Unsecured Debt issued after the Effective Date in connection with an aggregate outstanding principal amount not to exceed $200,000,000; and (k) other Debt not to exceed the redemption, repurchase or other acquisition or retirement greater of any of capital stock (i) $20,000,000 and (ii) 5% of the Sellers, provided that (A) Borrowing Base in effect as of the total amount outstanding thereunder shall not exceed date of incurrence in the aggregate at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary of its Subsidiaries to, create, incur incur, assume or suffer or permit to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (ii) Debt arising under Hedging Program. (iiib) Debt of the Sellers under agreements approved Company or any of its Subsidiaries secured by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved Liens permitted by the AgentSection 11.2(e), and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]extensions, such Debt is approved by the Agent renewals and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, refinancings thereof; provided that the aggregate maximum available amount under of all Permitted Servicing Facilities such Debt at any time outstanding shall not exceed [***] $500,000; (c) Debt of the Appraised Value.Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (viid) Contingent Liabilities arising with respect to customary indemnification obligations under contracts entered into in the ordinary course of business or in favor of purchasers in connection with Dispositions permitted under Section 11.4; (e) Contingent Liabilities of the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Wholly-Owned Subsidiaries permitted by this Section 11.1; (f) Debt secured arising from the honoring by mortgage loan servicing rights 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 five (5) Business Days after its incurrence; (g) Hedging Obligations approved in writing by the Majority Buyers.Administrative Agent for bona fide hedging purposes and not for speculation; (viiih) Debt evidenced by one described on Schedule 11.1 and any extension, renewal or more unsecured promissory notes incurred in connection refinancing thereof so long as the principal amount thereof is not increased; (i) he Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the redemption, repurchase or other acquisition or retirement of any of capital stock proceeds of the Sellers, provided that initial Loans hereunder); (Aj) Subordinated Debt; and (k) other Debt and Contingent Liabilities not to exceed $1,000,000 in the total amount outstanding thereunder shall not exceed aggregate at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers will not, nor will it permit any Subsidiary to, create, No Obligated Party shall incur or suffer to exist maintain any Debt, exceptother than: (ia) the Obligations; (b) the Debt arising under this Agreement or existing on the date hereof and Closing Date described in Schedule III hereto.8.12; (c) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) preceding or 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 arising under Hedging Program. 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 the Lenders than the original Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. and (iv) the Liens, if any, securing such refunded, renewed or extended Debt incurred under Supplemental Facilities do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended (except additions to the aircraft); (d) 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 (Ai) all such intercompany Debt is approved shall be evidenced by the Agentpromissory notes, and (Bii) if all such intercompany Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved owed by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, to any of its Subsidiaries shall be subordinated in an amount not to exceed [***] in the aggregate, provided that any Debt right of payment to the ▇▇▇payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement satisfactory to the Agents, and (iii) any payment by any Subsidiary of ▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations under any guaranty of the Sellers under this Agreement.Obligations or the Second Lien Debt shall result in a pro tanto reduction of the amount of any intercompany Debt owed by such Subsidiary to ▇▇▇▇▇ or to any of its Subsidiaries for whose benefit such payment is made; (vie) subject to clause (c)(ii) above, Guaranties permitted under Section 8.11; (f) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement financing of any of capital stock of premiums payable with respect to insurance policies required to be maintained by the Sellers, Obligated Parties pursuant to this Agreement; (g) the Second Lien Debt; provided that the aggregate principal amount of such Debt under this clause (Ag) the total amount outstanding thereunder shall not exceed at any time [***]exceed $200,000,000 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 terms of 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), (Bii) the payments under Liens, if any, securing such notes are made from Cash Dividends permitted under Section 13(1), refinancing do not attach to any assets in addition to those assets securing the Second Lien Debt and (C) such notes are unsecured those Liens shall be junior and subordinate to the obligations Agent’s Liens and be subject to the terms and conditions of an intercreditor agreement between the Collateral Agent and the holders of the Sellers 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 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 Refinancing Second Lien Debt Documents be more restrictive than those in the Second Lien Debt Documents in effect on the Closing Date), (v) no payments of principal on the Refinancing Second Lien Debt shall be scheduled to be due and payable prior to one year after the Stated Termination Date and the final scheduled maturity of the Refinancing Second Lien Debt shall be no earlier than the final scheduled maturity of the Second Lien Debt under the Second Lien Debt Documents as in effect on the Closing 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 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 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 aggregate amount of Debt (including Capital Leases) permitted to be outstanding under this AgreementSection 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) purchase 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, 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 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) other unsecured Debt; provided that the aggregate amount of unsecured Debt outstanding under this clause (j) does not exceed $2,000,000 at any time outstanding.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; (c) Debt of the Companies to each other or to any Wholly-Owned Subsidiary Guarantor or Debt of any Wholly-Owned Subsidiary Guarantor to the Companies or to another Wholly-Owned Subsidiary Guarantor; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Companies hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Hedging Obligations under Hedge Agreements (i) with a Lender or an Affiliate thereof which provide protection against fluctuations in interest rates and (ii) which are approved by the Administrative Agent which provide protection against fluctuations in currency exchange rates or commodity prices and, in each case, are not for speculation; (i) Debt arising of a Person which becomes a Subsidiary after the Closing Date pursuant to an Acquisition permitted under this Agreement Section 11.11(j) or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program.of a Person otherwise assumed in connection with an Acquisition or an asset acquired after the Closing Date; provided, that any such Debt was not incurred or created in connection with or in anticipation of the relevant Acquisition; (iiif) Debt of described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.principal amount thereof is not increased; and (ivg) the Debt incurred under Supplemental Facilities provided that to be Repaid (A) so long as such Debt is approved by repaid on the Agent, and (B) if such Debt when combined Closing Date with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations proceeds of the Sellers under this Agreementinitial Revolving Loans hereunder). (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Borrower and its Restricted Subsidiaries existing on the date hereof and described that is reflected in Schedule III heretothe Financial Statements. (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of the Sellers (including guarantees) under agreements approved by the Majority Buyers in effect from time Capital Leases not to time, whether accounted for as a sale or a financingexceed $2,000,000. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with bonds or surety obligations required by Governmental Requirements in connection with the Agent, operation of the Oil and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority BuyersGas Properties. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt evidenced by one or more unsecured promissory notes incurred (i) under the Senior Unsecured Notes, the principal amount of which does not exceed $130,000,000 in connection with the redemptionaggregate and any Permitted Refinancing Debt in respect thereof and (ii) under the Second Lien Term Loan Agreement and any guarantees thereof, repurchase or other acquisition or retirement the principal amount of any which Debt under clause (ii) of capital stock of this Section 9.02(h) does not exceed $150,000,000 in the Sellers, aggregate provided that the Borrower may incur an additional $50,000,000 of Debt under the Second Lien Term Loan Agreement if (Ai) the total amount outstanding thereunder Borrower provides the Administrative Agent not less than thirty (30) days prior written notice and (ii) the Majority Lenders shall have the right to redetermine the Borrowing Base then in effect pursuant to Section 2.07(e). (i) other Debt not to exceed $2,000,000 in the aggregate at any one time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementoutstanding.

Debt. The Sellers will notNo Credit Party shall, nor will shall it permit any Subsidiary of its Restricted Subsidiaries to, create, incur or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) the Obligations, and (ii) the Banking Services Obligations subject to the limits in Section 6.1(j) below; (b) Debt arising under this Agreement or existing on the date hereof and described set forth in Schedule III hereto.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 by any Domestic Restricted Subsidiary and owing to (i) the Borrower or (ii) any Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to whom such Debt arising under Hedging Program.is owed is not a Guarantor, then such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (iiid) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (ivi) intercompany Debt incurred under Supplemental Facilities by any First Tier Foreign Restricted Subsidiary and owing to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary; provided that that, (A) such Debt is approved evidenced by the Agent, a note and (B) if the Administrative Agent shall have an Acceptable Security Interest in such note and the receivable evidenced thereby; and (ii) intercompany Debt incurred by Foreign Restricted Subsidiaries and owing to First Tier Foreign Restricted Subsidiaries; (e) intercompany Debt incurred by any Credit Party for general corporate purposes and owing to any Foreign Restricted Subsidiary; provided that, (i) such Debt when combined with all Supplemental Facilities is in excess shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty and (ii) the aggregate outstanding principal amount of [***], such Debt is approved by the Agent and the Majority Buyers.permitted under this clause (e) shall not exceed $10,000,000 at any time; (vf) Debt incurred with institutional lenders and/or purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, last sentence of this Section 6.1) in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.16; (h) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (i) [***] Reserved]; (j) Debt incurred under overdraft lines of credit made available for the purpose of supporting the operations of any Foreign Restricted Entity in the United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (j) shall not exceed $30,000,000 at any time; (k) unsecured Debt of the 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 later of (x) the Revolving Maturity Date and (y) the Term 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 or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (v) the aggregate amount of such Debt shall not exceed $350,000,000, and (vi) the agreements and instruments governing such Debt shall not contain (A) (i) any financial maintenance covenants that are more restrictive than those in this Agreement, or (ii) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this 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), (B) any restriction on the ability of the 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 Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the 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 Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of the sum of (x) the aggregate Revolving Commitments in effect on the initial issuance of such Debt and (y) the aggregate Term Advances outstanding on the initial issuance of such Debt; (l) unsecured Debt in respect of redeemable preferred Equity Interests, provided that, the terms thereof shall not require any purchase, redemption, retirement, defeasance or other payment in respect thereof at any time prior to one year after the later of (i) the Revolving Maturity Date and (ii) the Term Maturity Date; (m) Debt of any Restricted Entity that is not recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (m) shall not exceed $10,000,000; (n) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt shall not be in excess of the 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 (n) shall not exceed $10,000,000; (o) 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 $25,000,000 at any time, (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 5.7, and (iii) the aggregate principal amount of the Debt secured by Material Real Property shall not exceed $10,000,000; (p) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(o); and (q) 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 of Debt permitted under this clause (q) shall not exceed $35,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, provided that any Debt no less favorable to the ▇▇▇▇▇▇▇▇ GroupLenders than those contained in the Debt being renewed or refinanced; provided that, LLC must be unsecured the foregoing conditions are not, and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights be construed as, an increase in any dollar limit already provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement Section 6.1 above nor an amendment of any of capital stock of specific requirement set forth in Section 6.1 above, including the Sellers, provided that specific requirements under clause (Ak) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementabove.

Debt. The Sellers will notNo Credit Party shall, nor will shall it permit any Subsidiary of its Restricted Subsidiaries to, create, incur or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) the Obligations, and (ii) the Banking Services Obligations subject to the limits in Section 6.1(j) below; (b) Debt arising under this Agreement or existing on the date hereof and described set forth in Schedule III hereto.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 by any Domestic Restricted Subsidiary and owing to (i) the Borrower or (ii) any Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to whom such Debt arising under Hedging Program.is owed is not a Guarantor, then such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (iiid) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (ivi) intercompany Debt incurred under Supplemental Facilities by any First Tier Foreign Restricted Subsidiary and owing to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary; provided that that, (A) such Debt is approved evidenced by the Agent, a note and (B) if the Administrative Agent shall have an Acceptable Security Interest in such note and the receivable evidenced thereby; and (ii) intercompany Debt incurred by Foreign Restricted Subsidiaries and owing to First Tier Foreign Restricted Subsidiaries; (e) intercompany Debt incurred by any Credit Party for general corporate purposes and owing to any Foreign Restricted Subsidiary; provided that, (i) such Debt when combined with all Supplemental Facilities is in excess shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty and (ii) the aggregate outstanding principal amount of [***], such Debt is approved by the Agent and the Majority Buyers.permitted under this clause (e) shall not exceed $10,000,000 at any time; (vf) Debt incurred with institutional lenders and/or purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, last sentence of this Section 6.1) in an aggregate outstanding principal amount not to exceed [***] $25,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.16; (h) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (i) The Triton Liabilities and the Triton Guaranty; (j) Debt incurred under overdraft lines of credit made available for the purpose of supporting the operations of any Foreign Restricted Entity in the United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (j) shall not exceed $30,000,000 at any time; (k) unsecured Debt of the 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 triggered upon change in control and sale of all or substantially all assets, (v) the aggregate amount of such Debt shall not exceed $300,000,000, and (vi) the agreements and instruments governing such Debt shall not contain (A) (i) any financial maintenance covenants that are more restrictive than those in this Agreement, or (ii) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this 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), (B) any restriction on the ability of the 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 Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the 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 Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of $700,000,000; (l) unsecured Debt in respect of redeemable preferred Equity Interest, provided that, the terms thereof shall not require any purchase, redemption, retirement, defeasance or other payment in respect thereof at any time prior to one year after the Maturity Date; (m) Debt of any Restricted Entity that is not recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (m) shall not exceed $10,000,000; (n) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt shall not be in excess of the 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 (n) shall not exceed $10,000,000; (o) 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 $25,000,000 at any time, (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 5.7, and (iii) the aggregate principal amount of the Debt secured by Material Real Property shall not exceed $10,000,000; (p) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(o); and (q) 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 of Debt permitted under this clause (q) shall not exceed $35,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, provided that any Debt no less favorable to the ▇▇▇▇▇▇▇▇ GroupLenders than those contained in the Debt being renewed or refinance; provided that, LLC must be unsecured the foregoing conditions are not, and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights be construed as, an increase in any dollar limit already provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement Section 6.1 above nor an amendment of any of capital stock of specific requirement set forth in Section 6.1 above, including the Sellers, provided that specific requirements under clause (Ak) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementabove.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or on Schedule 9.02 and described in Schedule III heretoany refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of under Capital Leases or Purchase Money Debt not to exceed $25,000,000 in the Sellers under agreements approved by the Majority Buyers in effect from aggregate at any time to time, whether accounted for as a sale or a financingoutstanding. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the Agent, operation of Oil and (B) if such Debt when combined with all Supplemental Facilities is Gas Properties and otherwise in excess the ordinary course of [***], such Debt is approved by the Agent and the Majority Buyersbusiness. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) Debt evidenced resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by one the Borrower or more any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellersnotes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the total incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (vi) the terms of such Debt are the result of arm’s-length negotiations. (i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount outstanding thereunder thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $20,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $50,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Parent which shall not exceed $50,000,000 outstanding at any time [***], time; provided that (Bi) the payments under any such notes are made from Cash Dividends permitted under Section 13(1), Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (Cii) concurrently with the incurrence of any such notes are unsecured Debt, the Parent shall have executed and subordinate delivered to the obligations Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Sellers under this AgreementIndebtedness, in form and substance satisfactory to the Administrative Agent.

Debt. The Sellers No Loan Party will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Loan Parties in respect of the $350,000,000 of 6.625% Senior Notes due 2019 and other Debt of the Loan Parties existing on the date hereof that is reflected in the Financial Statements, and described any Permitted Refinancing Debt in Schedule III heretorespect of any of the foregoing. (c) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) in the case of any acquisition, construction or improvement of any fixed or capital asset, such Debt (other than Capital Leases) is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt arising under Hedging Programpermitted by this clause (d) shall not exceed $75,000,000 at any time outstanding. (iiid) Debt associated with surety bonds or other surety obligations to secure performance of obligations owing in the ordinary course of its business. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or any Restricted Subsidiary shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) non-recourse Debt secured by Property other than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to exceed $40,000,000 in the aggregate at any one time outstanding. (h) other Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (i) Debt of the Sellers under agreements approved Borrower evidenced by the Majority Buyers in effect from time Senior Convertible Notes, together with any and all refinancings thereof, so long as all of same are either unsecured or expressly subordinated to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by this Agreement and all of same are scheduled to mature after the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers Maturity Date under this Agreement. (vij) unsecured senior Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] or subordinated Debt of the Appraised Value. Borrower maturing (viigiving effect to mandatory prepayments) Debt secured by mortgage loan servicing rights provided that such Debt is approved by no earlier than at least six months after the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers Maturity Date under this Agreement; provided that effective immediately upon the issuance of any such unsecured senior Debt or subordinated Debt, other than Permitted Refinancing Debt, the Borrowing Base shall be reduced by an amount equal to twenty-five percent (25%) of the aggregate principal amount of such Debt.

Debt. The Sellers will not, Neither the Borrower nor will it permit any Subsidiary towill incur, create, incur assume or suffer permit to exist any Debt, except: (ia) Debt arising under this Agreement the Notes or existing on other Obligations or any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Notes or other Obligations; (ii) Debt arising under Hedging Program. (iiib) Debt of the Sellers Borrower or a Subsidiary existing on the Closing Date which is reflected in the Financial Statements or is 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), amounts owed to operators of the Hydrocarbon Interests under applicable joint operating agreements approved by the Majority Buyers in effect or other extensions of credit from suppliers or contractors from time to timetime incurred in the ordinary course of business which, whether accounted for as a sale if greater than 90 days past the invoice or a financing.billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (ivd) purchase money Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by of the Agent, Borrower or any Subsidiary and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount capital leases (as required to be reported on the financial statements of the Borrower or any Subsidiary pursuant to GAAP) not to exceed [***] $12,500,000.00 in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.; (vie) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured associated with bonds or surety obligations required by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred Governmental Requirements in connection with the redemptionoperation of the Oil and Gas Properties, repurchase not to exceed $50,000,000.00 in the aggregate; (f) Debt of the Borrower and its Subsidiaries under Hedge Agreements, but only if (i) such Hedge Agreement is not a speculative hedge and is otherwise permitted under Section 9.19; (ii) the provider of the Hedge Agreements is a Lender or a Lender Affiliate or an Approved Counterparty; (g) Debt among the Borrower and its Subsidiaries, or among the Subsidiaries, in each case to the extent permitted under Section 9.03(g), in the form of intercompany advances not evidenced by notes or other acquisition instruments; (h) Accrued FAS 143 asset retirement obligations; (i) Revenue suspense accounts with respect to the Borrower’s or retirement any Subsidiary’s Hydrocarbon Interests; (j) Debt not otherwise permitted under this Section 9.01, which does not exceed at any time an aggregate principal amount of any of capital stock 15,000,000.00; and (k) Debt of the Sellers, Borrower and its Subsidiaries with respect to the Senior Unsecured Notes; provided that (A) the total principal amount outstanding thereunder of all such Senior Unsecured Notes, shall not exceed at any time [***]$500,000,000.00, (B) the payments under such notes Senior Unsecured Notes are made from Cash Dividends permitted under Section 13(1)unsecured, and (C) such notes are unsecured and subordinate to the obligations Borrowing Base shall be adjusted as of the Sellers under this Agreementdate of the issuance of the Senior Unsecured Notes by the amount, if any, as provided in Section 2.08(e) and (D) the Borrower shall be in pro forma compliance with Section 9.13, after giving effect to incurrence of such Senior Unsecured Notes and any concurrent repayment of Debt.

Debt. The Sellers Borrower will not, nor and will it not permit any Restricted Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and described in Schedule III heretoany refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the Sellers under agreements approved by the Majority Buyers in effect from aggregate at any time to time, whether accounted for as a sale or a financingoutstanding. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the Agent, operation of Oil and (B) if such Debt when combined with all Supplemental Facilities is Gas Properties and otherwise in excess the ordinary course of [***], such Debt is approved by the Agent and the Majority Buyersbusiness. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Restricted Subsidiary or between Restricted Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) Debt evidenced resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by one the Borrower or more unsecured promissory notes incurred any Restricted Subsidiary in connection with the redemption, repurchase or other acquisition or retirement ordinary course of any of capital stock of the Sellersbusiness against insufficient funds. (h) Senior Notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the total incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (vi) the terms of such Debt are the result of arm’s-length negotiations. (i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount outstanding thereunder thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time [***]outstanding, and (Bv) any such Debt that is unsecured has a maturity date not sooner than 120 days after the payments under Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such notes are made from Cash Dividends Debt is permitted under Section 13(1), and 9.05. (Cm) Debt secured by Liens on APL Units permitted under Section 9.03(h) in an aggregate principal amount not to exceed the fair market value of such notes are APL Units. (n) other unsecured and subordinate Debt incurred after the date of this Agreement not to exceed $30,000,000 in the obligations of the Sellers under this Agreementaggregate at any time outstanding.

Debt. The Sellers Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III heretoNotes or other Indebtedness arising under the Loan Documents. (iib) Debt arising under Hedging Programaccounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiic) intercompany Debt between the Borrower and any of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale its Subsidiaries or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further , that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiid) endorsements of negotiable instruments for collection in the ordinary course of business. (e) other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. (f) Debt evidenced by one or more unsecured promissory notes incurred in connection with under any Senior Notes issued after the redemption, repurchase or other acquisition or retirement of any of capital stock of the SellersEffective Date, provided that (i) at the time of incurring such Debt (A) the total amount outstanding thereunder shall not exceed at any time [***], no Default has occurred and is then continuing and (B) no Default would result from the payments under incurrence of such notes Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Debt are made from Cash Dividends permitted under Section 13(1)not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (Cvi) such notes are unsecured the Borrowing Base is adjusted as contemplated by Section 2.07(f) and subordinate to the obligations of the Sellers Borrower makes any prepayment required under this AgreementSection 3.04(c)(iii).

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt arising under this Agreement or of the Borrower and its Subsidiaries existing on the date hereof and described that is reflected in Schedule III heretothe Financial Statements. (iic) Debt arising under Hedging Programaccounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (iiid) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time Capital Leases not to time, whether accounted for as a sale or a financingexceed $5,000,000. (ive) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the Agent, operation of the Oil and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority BuyersGas Properties. (vf) intercompany Debt incurred with institutional lenders and/or between the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that Borrower and any Debt Subsidiary or between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(g); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority BuyersBorrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (viiig) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt evidenced by one or more unsecured promissory notes incurred in connection with under the redemption, repurchase or other acquisition or retirement of Convertible Promissory Note. (i) Debt subordinated to the Indebtedness and any of capital stock of the Sellersguarantees thereof, provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Debt (A) the total amount outstanding thereunder shall not exceed at any time [***], no Default has occurred and is then continuing and (B) no Default would result from the payments under incurrence of such notes Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such 69 incurrence), (iii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (v) such Debt does not mature sooner than four years after the Maturity Date, (vi) such Debt and any guarantees thereof are made from Cash Dividends permitted under Section 13(1)subordinated on terms satisfactory to the Administrative Agent and the Super-Majority Lenders, and (Cvii) such notes are unsecured and subordinate prior to the obligations incurrence of such Debt, the Super-Majority Lenders shall have the right to adjust the amount of the Sellers under this AgreementBorrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Super-Majority Lenders have elected not to adjust the Borrowing Base. (j) other Debt not to exceed $5,000,000 in the aggregate at any one time outstanding.

Debt. The Sellers Pride will not, nor will it not permit any Subsidiary to, to create, incur incur, assume, guarantee, otherwise become liable for or suffer to exist exist, any Debt, exceptDebt other than: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto.Credit Documents; (ii) Debt arising under Hedging Program.existing on the Effective Date (such Debt, to the extent the principal amount thereof is $25,000,000 or more, being described on Schedule 4.01(r) attached hereto); (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time owing to timePride, whether accounted for as a sale any Subsidiary or a financing.any SPV; (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇any interest rate protection agreements or foreign exchange ▇▇▇▇▇▇ Group, LLC (regardless of whether such hedging obligations are subject to hedge accounting) incurred in the ordinary course of business and not for general speculative purposes; (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposespurposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other Person of a check, other than draft or similar instrument inadvertently drawing against insufficient funds, all such Debt under a Supplemental Facility, in an amount not to exceed [***] $100,000,000 in the aggregate, provided that aggregate at any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.time outstanding; (vi) Debt of a Person existing at the time such Person becomes a Subsidiary of Pride or is merged with or into Pride or any Subsidiary of Pride and not incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] in contemplation of the Appraised Value.such transaction; (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by under performance guaranties and letters of credit issued in the Majority Buyers.ordinary course of business; (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with consisting of Pre-Completion Guaranties to the redemption, repurchase or other acquisition or retirement of any of capital stock extent that the aggregate principal amount of the Sellers, provided that (A) the total amount outstanding thereunder shall obligations guaranteed under such Pre-Completion Guaranties does not exceed ten percent (10.0)% of Consolidated Tangible Net Worth at any time [***]outstanding; (ix) Debt incurred for the purpose of financing all or a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms owned by Pride or any of its Subsidiaries) within the limitations of Section 5.02(c)(iv) above; (Bx) Debt in an aggregate principal amount outstanding at the time of incurrence thereof (together with all such other Debt outstanding pursuant to this clause (x) at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by Pride to the Administrative Agent that (a) the payments under such notes are made from Cash Dividends permitted under Section 13(1), aggregate principal amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (Cb) such notes are unsecured no Default or Event of Default has occurred and subordinate to the obligations is continuing; (xii) [Reserved]; and (xiii) extensions, refinancings, renewals or replacements of the Sellers under this AgreementDebt permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. The Sellers will notCreate, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist exist, or permit any Debtof its Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, (A) Debt arising under this Agreement or existing the Synthetic Lease Documents in a principal amount outstanding not to exceed the principal amount outstanding on the date hereof Closing Date, (B) (x) the Secured Hedge Agreements between the Borrower and described BNP Paribas and between the Borrower and Union Bank of California, N.A. and (y) other Hedge Agreements whose purpose is to hedge against fluctuations in Schedule III heretointerest rates and are entered into by the Borrower in the ordinary course of business, consistent with prudent business practice and not entered into for speculative purposes; provided that the aggregate notional amount of such Secured Hedge Agreements and other Hedge Agreements shall not exceed $100,000,000 at any time outstanding, and (C) Debt owed to a wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party; provided that such Debt is evidenced by a promissory note that has been pledged to the Administrative Agent pursuant to the Security Agreement. (ii) in the case of any wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party, Debt arising under Hedging Program.owed to the Borrower or to another wholly-owned Domestic Subsidiary of the Borrower that is a Loan Party so long as such Debt is evidenced by a promissory note that has been pledged to the Administrative Agent pursuant to the Security Agreement; and (iii) Debt in the case of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.Borrower and any of its Subsidiaries, (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by under the Agent, and Loan Documents; (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided Liens permitted by Section 6.02(a)(v) and (vi) not to exceed in the aggregate the amounts set forth in such Sections, (C) the Existing Debt, and any Debt issued in exchange for, or the net proceeds of which are used to refinance, all or a part of the Existing Debt; provided, however, that the principal amount of such refinancing Debt does not exceed the principal amount, plus accrued interest (if any), of the Existing Debt so refinanced, (D) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (E) unsecured Debt of the Borrower in respect of its daily overdraft facility but only to the extent such Debt (1) is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock ordinary course of the Sellers, provided that Borrower’s business consistent with past practices (A2) the total amount outstanding thereunder shall does not exceed $7,500,000 in principal amount at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)outstanding, and (C3) such notes are unsecured and subordinate to the obligations is repaid in full within 3 Business Days of the Sellers under this Agreementincurrence of such Debt, and (F) other unsecured Debt (other than Debt owed to Casino) of the Borrower and its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10,000,000.

Debt. The Sellers Neither the Borrower nor any of its Subsidiaries will not, nor will it permit any Subsidiary toincur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Obligations arising under this Agreement the Loan Documents or existing on any guaranty of or suretyship arrangement for the date hereof and described in Schedule III hereto.Notes or other Obligations arising under the Loan Documents; (iib) Debt arising under Hedging Program. accounts payable and other accrued expenses, liabilities or other obligations to pay (iiifor the deferred purchase price of Property or services) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date Third Amended and Restated Credit Agreement – Page 89 715347206 14464587 716874472 14464587 of invoice or that are being contested in good faith by appropriate action and for as a sale or a financing.which adequate reserves have been maintained in accordance with GAAP; (ivc) intercompany Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by between the Agent, Borrower and (B) if such Debt when combined with all Supplemental Facilities is in excess any of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt its Subsidiaries or between Subsidiaries to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured extent permitted by mortgage loan servicing rights Section 9.05(d); provided that such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Majority Buyers.Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (viiid) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any Obligor in respect of capital stock workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; (f) Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as of the Sellersdate on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (A1) such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of Incurrence of such Debt), (2) the total amount outstanding thereunder final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not exceed at any time [***], be earlier than 180 days after the Maturity Date (B) as in effect on the payments under date of Incurrence of such notes are made from Cash Dividends permitted under Section 13(1Debt), and (C3) at the time of and immediately after giving effect to each incurrence of such notes are unsecured Debt, no Default or Event of Default shall have occurred and subordinate be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (f), the Borrowing BaseRBL Component then in effect shall be automatically reduced by an amount equal to the obligations product of (i) 25% of the Sellers aggregate principal amount of such Debt incurred (calculated at the face amount of the Debt incurred without giving effect to any original issue discount) times (ii) the percentage determined by dividing the RBL Component as in effect prior to giving effect to such automatic reduction by the Borrowing Base as in effect prior to giving effect to such automatic reduction and (b) any Permitted Refinancing Debt in respect thereof; (g) Debt of an Obligor in the form of guarantees and other “Debt” of the type described in clause (g) or clause (h) of the definition of Debt, in each case, in respect of Debt otherwise permitted under this AgreementSection 9.02; (h) Debt outstanding under the Subordinated Notes; and[Intentionally Omitted]; and (i) other unsecured Debt not to exceed $5,000,000 in the aggregate at any one time outstanding.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, incur, create, incur assume or suffer permit to exist any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iiia) Debt of the Sellers under agreements approved by Borrower and its Subsidiaries to the Majority Buyers in effect from time Lenders pursuant to time, whether accounted for as a sale or a financing.the Loan Documents; (ivb) Existing Debt described on SCHEDULE 7.10 hereto; (c) Subordinated Debt; (d) Capital Lease Obligations; (e) Debt incurred in payment for the acquisition of goods, supplies or merchandise on normal trade credit in the ordinary course of its respective business; (f) Purchase money Debt secured by purchase money Liens, which Debt and Liens are permitted under Supplemental Facilities provided and meet all of the requirements of CLAUSE (H) of the definition of Permitted Liens contained in SECTION 1.1; (i) Pre-existing Debt assumed by the Borrower or a Subsidiary as a condition to a Business Acquisition permitted under SECTION 9.5, or (ii) pre-existing Debt of an entity acquired by the Borrower or a Subsidiary in a Business Acquisition, PROVIDED, HOWEVER, that (A) any such Debt shall be (x) Subordinated Debt and shall be unsecured, unless the related collateral is approved only Property of an Excluded Subsidiary, (y) constitute Capital Lease Obligations or (z) constitute Debt secured by purchase-money Liens; (h) Intercompany Debt between or among the Borrower and any of its Majority-Owned or Wholly-Owned Subsidiaries (other than an Excluded Subsidiary), subject to the following requirements: any and all of the Debt permitted pursuant to this SECTION 9.1(H) shall be unsecured (unless the security for such Debt shall be collaterally assigned to the Lenders), shall be evidenced, at the Borrower's option, either on the books and records of the Borrower and the relevant Subsidiary or by instruments reasonably satisfactory to the Agent and all such Debt shall be subordinated to the Obligations pursuant to the Master Guaranty or by separate agreement; (i) Intercompany Debt between or among the Excluded Subsidiaries permitted under SECTION 9.4; (j) The transactions contemplated by the AgentPHC Funding Sale Documents permitted by SECTION 9.12A(C); (k) The Borrower or any of its Subsidiaries may make loans or advances to DHHS; PROVIDED, and (B) if such Debt when combined with all Supplemental Facilities is in excess HOWEVER, that unless DHHS becomes a Wholly- Owned Subsidiary of [***]the Borrower, such Debt is approved by loans and advances may only be made so long as (a) DHHS has (i) agreed not to permit any Liens (other than Permitted Liens and other than those in favor of one or more of the Lenders as hereinafter provided and those securing Capital Lease Obligations, to the extent that such Liens attach only to the Property leased and such Capital Lease Obligations are permitted under the terms of this Agreement) to attach to any of the Property (whether now owned or hereafter acquired) of DHHS, (ii) agreed not to enter into a negative pledge in favor of any Person other than the Agent and the Majority Buyers. Lenders except in connection with Permitted Liens, and (viii) agreed not to incur any Debt other than (x) Capital Lease Obligations and (y) Debt incurred with institutional lenders and/or owed to one or more of the Lenders as hereinafter provided, and (b) such amounts do not exceed the product obtained by multiplying three (3) times that portion of the EBITDA of DHHS which is attributable to ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured -Fargo's EBITDA distribution percentage under the DHHS Partnership Agreement. The foregoing restrictions on loans and subordinate advances shall not apply to the obligations any loan transaction DHHS may enter into with one or more of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that Lenders as long as the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] terms and conditions of the Appraised Value. (vii) Debt secured by mortgage such loan servicing rights provided that such Debt is transaction have been approved by the Majority Buyers. Required Lenders (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder which approval shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1be unreasonably withheld), and (C) such notes are unsecured not inconsistent with the representations, warranties and subordinate covenants set forth in this Agreement. Except as expressly contemplated above, notwithstanding anything to the obligations of contrary contained herein or any other Loan Document, the Sellers under this Agreement.Loan Documents do not permit DHHS to incur Debt other than that described above and other Debt permitted by SECTION 9.1

Debt. The Sellers will Borrower shall not, nor will shall it permit any Restricted Subsidiary to, create, incur or assume, incur, suffer to exist 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) Debt of the Credit Parties under the Credit Documents; (b) intercompany Debt incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and owed (i) by any Guarantor (other than Global Holdings and its Subsidiaries) to the Borrower; (ii) by the Borrower to any Guarantor; (iii) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (iv) by Global Holdings or any of its Subsidiaries to the Borrower or any of its other Restricted Subsidiaries to the extent such Debt is an Investment permitted under Section 6.3(c), except:(k) or (l); (c) purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $10,000,000.00 at any time; (d) Debt secured by Liens of the type described in Section 6.2(d); (e) Debt (other than for borrowed money) subject to Liens permitted under Sections 6.2 (b), (g) and (h); (f) Debt arising under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 6.15; (g) unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (i) of any Credit Party in respect of Debt of any Credit Party (other than Global Holdings and its Subsidiaries) otherwise permitted hereunder and (ii) of the Borrower or any Restricted Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 6.3(c) or (k); (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate principal amount not to exceed $10,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers' compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; (n) other Debt in an aggregate principal amount not to exceed $10,000,000.00 at any time outstanding; (o) unsecured or subordinated secured Debt of the Borrower and the Guarantors evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals thereof subject to the last paragraph 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 or mandatory redemptions or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (iii) the aggregate amount of Debt outstanding at any time under Section 6.1(o) and Section 6.1(p) shall not exceed $400,000,000, (iv) the agreements and instruments governing such Debt shall not contain (A) (1) any financial maintenance covenants that are more restrictive than those in this Agreement, or (2) any other affirmative or negative covenants, defaults or events of default that are, taken as a whole, materially more restrictive than those set forth in this 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), (B) any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, or (C)(1) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (2) any restrictions on the ability of any Restricted Subsidiary or the Borrower to pledge assets as collateral security for the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), or (3) any restrictions on the ability of any Restricted Subsidiary or the Borrower to incur Debt under this Agreement or existing any other Credit Document; provided that, any restriction as to the entry into any such guaranty or pledge of assets or incurrence of such Debt under this Agreement that is not materially more restrictive than those set forth in the agreements and instruments governing the 2010 Notes as in effect on the date hereof First Amendment Effective Date shall not be deemed to be a restriction for purposes of this clause (C), and described in Schedule III hereto.(v) with respect to any such subordinated secured Debt, such Debt is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent and the Majority Lenders; and (iip) unsecured Debt arising under Hedging Program. (iii) Debt of the Sellers under agreements approved evidenced by the Majority Buyers 2010 Notes and the 2010 Note Guaranties (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last paragraph of this Section 6.1). Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in effect from time clauses (o) and (p) of this Section 6.1 shall be subject to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that the following additional conditions: (A) any such Debt is approved by in an aggregate principal amount not greater than the Agentaggregate principal amount of the Debt being renewed or refinanced, plus all accrued interest thereon, the amount of any premiums required to be paid thereon and all fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced, and (B) if any such Debt when combined with all Supplemental Facilities is in excess which extends, refinances, refunds, replaces or renews Debt permitted under clause (p) above (and for the avoidance of [***]doubt, such any other Debt is approved by permitted under clause (o) above) must satisfy the Agent and the Majority Buyers. specific requirements under clause (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in o). In connection with the redemption, repurchase or other acquisition or retirement any incurrence of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends new Debt permitted under Section 13(16.1 (o) or Section 6.1 (p) (the "New Notes") the proceeds of which are escrowed with the express purpose of refinancing, and are actually applied within sixty (60) days after the incurrence thereof (the "Redemption Period") to refinance other outstanding Debt permitted under Section 6.1 (o) or Section 6.1 (p) (the "Existing Notes"), and (C) such notes are unsecured and subordinate to during the obligations Redemption Period the principal amount of the Sellers under this AgreementExisting Notes to be refinanced with the proceeds of the New Notes shall be excluded from the calculation of the dollar limit in Section 6.1 (o).

Debt. The Sellers will not, nor will it permit any Subsidiary to, create, No Loan Party shall incur or suffer to exist maintain any Debt, exceptother than: (ia) the Obligations; (b) Debt arising under this Agreement or existing on the date hereof Closing Date and described on Schedule 6.9; (c) Capital Leases, mortgage financings or purchase money obligations, in Schedule III hereto. each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that (i) Liens securing the same are permitted by clause (p) of the definition of “Permitted Liens”, and (ii) the aggregate principal amount of such Debt arising under Hedging Program.(including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) the Bond Debt; (e) other unsecured Debt; (f) Debt evidencing a substantially concurrent (substantially concurrent shall be not more than 45 days prior to any refunding, renewal, extension, defeasance, or replacement of Debt) refunding, renewal, extension, defeasance, or replacement (“Refinancing”) of the Debt existing on the Closing Date and described on Schedule 6.9 and other Debt permitted hereunder (the “Replaced Debt”); provided that in the case of any such secured debt (i) the principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of fees, expenses and premiums incurred in connection with such Refinancing, (ii) the Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Replaced Debt, (iii) no Person that is not an obligor or guarantor of such Replaced Debt as of the Sellers under agreements approved by the Majority Buyers in effect from time to timesuch date shall become as of such date, whether accounted for as a sale an obligor or a financing. guarantor thereof, and (iv) Debt incurred under Supplemental Facilities provided that (A) the terms of such Debt is approved by refunding, renewal, or extension are not materially less favorable, taken as a whole, to the Borrowers, the Agent, or the Lenders than the Replaced Debt, including, without limitation, the maturity date thereof and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.any principal amortization thereof; (vg) Debt incurred with institutional lenders and/or of any Loan Party owed to any Restricted Subsidiaries, or Debt of any Restricted Subsidiary owed to the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than owner of its Capital Stock which is a Loan Party; (h) Debt under a Supplemental Facility, to finance insurance premiums in an amount not to exceed [***] $10,000,000 at any time outstanding; (i) Debt owed by Westlake and/or North American Pipe Corporation to North American Profiles Limited in an amount not to exceed $5,000,000 in the aggregate, ; provided that any payments or prepayments of such Debt shall permanently reduce the amount of Debt permitted pursuant to this clause (i); (j) Debt arising under Hedge Agreements or the Gas Supply/Purchase Agreement; (k) Debt among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the ▇▇▇▇▇▇▇▇ GroupLoan Parties and consistent with past practices of the Loan Parties; (l) Guaranties permitted by Section 7.12; (m) Debt constituting Limited Recourse Stock Pledges; and (n) Debt, LLC must other than those in clauses (a) through (m) above, secured by Liens on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of (i) $600,000,000 or (ii) 24% of Tangible Assets; provided that no Debt shall be unsecured and subordinate permitted under this Section 7.13(n) unless the lenders thereunder shall agree (unless otherwise not required by the Agent), in writing, to (w) provide to the obligations Agent written notice of its intent to foreclose on its liens at least ten (10) Business Days prior to the Sellers under this Agreement. date on which any foreclosure action is taken, (vix) Debt incurred under Permitted Servicing Facilitiesgrant to the Agent a royalty-free license to use any patent, provided trademark, or proprietary information that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured is subject to a lien held by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred lenders in connection with any exercise by the redemptionAgent of its rights in the Collateral, repurchase (y) permit the Agent or other acquisition or retirement its representative to inspect and copy any documentation of any Loan Party or any of capital stock its Restricted Subsidiaries in possession of such lenders if the Agent determines such documentation is necessary or appropriate to the enforcement of the Sellers, provided that (A) Agent’s Liens upon the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1)Collateral, and (Cz) grant the Agent or its representative access to and use of any real property and equipment of any Loan Party or any Restricted Subsidiary in possession of such notes are unsecured and subordinate to the obligations of the Sellers under this Agreementlenders.

Debt. The Sellers will notNone of the Borrower, nor will it permit the Parent or any Subsidiary to, create, of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than: (a) the Obligations; (b) Debt described on SCHEDULE 6.9; (c) the Senior Notes; (d) Debt of any Credit Party to any other Credit Party; (e) Debt resulting from Restricted Investments permitted under SECTION 7.10(b), (g), (m) or (n); (f) Guaranties, including those evidenced by performance or surety bonds, issued in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $2,000,000 (excluding the amount thereof, if any, secured by Letters of Credit); (g) other Debt in an aggregate amount at any one time outstanding not to exceed $3,000,000; (h) Capital Leases and purchase money secured Debt incurred to purchase or acquire additions to property, plant or Equipment PROVIDED that (i) Debt arising under this Agreement or existing on Liens securing the date hereof same attach only to the property, plant and described in Schedule III hereto. Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt arising under Hedging Program. (including Capital Leases) outstanding does not exceed $30,000,000 at any time; (i) Hedge Agreements; and (j) Debt evidencing a refunding, renewal or extension of the Debt described in the foregoing clauses (b) through (h); PROVIDED that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Sellers under agreements approved by Closing Date or, if later, the Majority Buyers in effect from time to timedate such Debt was incurred, whether accounted for as a sale shall become an obligor or a financing. guarantor thereof, and (iv) Debt incurred under Supplemental Facilities provided that (A) the terms of such Debt is approved by refunding, renewal or extension are in all material respects, no less favorable to the AgentBorrower, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and or the Majority Buyers. (v) Debt incurred with institutional lenders and/or Lenders than the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, original Debt; provided that no such terms shall alter any Debt provisions relating to the ▇▇▇▇▇▇▇▇ Groupsubordination, LLC must be unsecured and subordinate intercreditor arrangements or rights in Collateral in any manner adverse to the obligations of Agent or the Sellers under this AgreementLenders. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary to, incur, create, incur assume or suffer to exist any Debt, except: (ia) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) other Debt of the Borrower and its Subsidiaries existing on the date hereof and described that is reflected in Schedule III heretothe Financial Statements. (iic) purchase money Debt arising and Debt under Hedging ProgramCapital Leases not to exceed $50,000,000 in the aggregate. (iiid) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financingOil and Gas Properties. (ive) intercompany Debt incurred under Supplemental Facilities between the Borrower and PXP or any Subsidiary thereof or between Subsidiaries; provided that (Ai) such Debt is approved not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries, (ii) that any such Debt owed by either the Agent, Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Subsidiary Guaranty; and (Biii) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyersnot secured. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (viif) Debt secured by mortgage loan servicing rights provided that such Debt is approved Liens permitted by Section 9.02(d) and Section 9.02(e), the Majority Buyersprincipal amount of which does not exceed $50,000,000 in the aggregate at any one time. (viiig) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt evidenced by outstanding under one or more unsecured promissory notes incurred short term money market credit facilities the principal amount of which does not exceed $50,000,000 in connection with the redemptionaggregate. (i) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. (j) Any renewals, repurchase refinancings or other acquisition or retirement extensions of (but, except to the extent permitted herein, not increases in) any Debt described in clauses (b), (c), (e), (f) and (h) of capital stock this Section 9.01. (k) Debt consisting of the Sellers, provided that (A) financing of insurance premiums if the total amount outstanding thereunder shall financed does not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to premium payable for the obligations of the Sellers under this Agreementcurrent policy period.

Debt. The Sellers will notWithout the prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor will it permit any Subsidiary towill incur, create, incur assume or suffer permit to exist any Debt, except: (i) Debt arising under this Agreement (including unfunded commitments) of Lessee or Guarantor existing on the date hereof and described Closing Date which is reflected in the Financial Statements or is disclosed in Schedule III hereto.11, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) Debt arising accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under Hedging Program.GAAP shall have been established therefor; (iii) Debt of the Sellers Lessee under agreements approved by the Majority Buyers in effect from time to time, whether accounted Hedging Agreements which are for as a sale or a financing.bona fide business purposes and are not speculative; and (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers.Operating Equipment Lease Obligations; (v) other Debt of Lessee and its Domestic Subsidiaries, incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Groupor assumed, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] $35,000,000 in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.; (vi) Debt incurred under Permitted Servicing Facilitiesevidenced by Capital Lease Obligations and Purchase Money Debt, provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Debt permitted by this clause (vi) exceed $30,000,000 at any time outstanding; (vii) Debt with respect to surety bonds, appeal bonds or custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Lessee or any of its Subsidiaries or in connection with judgments that do not result in a Lease Default or a Lease Event of Default, provided that the aggregate maximum available outstanding amount under of all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers.shall not at any time exceed $5,000,000; and (viii) Debt evidenced of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign -51- Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money assumed by Lessee or one of its Subsidiaries, or more unsecured promissory notes of a Subsidiary of Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Debt shall not exceed $65,000,000 in the aggregate at any time and such Debt was not incurred in connection with the redemptionwith, repurchase or other in anticipation or contemplation of such permitted acquisition or retirement merger; and provided further that the aggregate amount of any of capital stock of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Sellers, provided that (A) the total amount outstanding thereunder Revolver shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement$30,000,000.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, createincur, incur assume or suffer to exist any Debt, except: (ia) Debt arising Obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Loan Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that such Debt shall not exceed the cost of the applicable property being leased or acquired and that the aggregate amount of all such Debt at any time outstanding shall not exceed $500,000; (iiic) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time Company to time, whether accounted for as a sale any domestic Wholly-Owned Subsidiary or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt domestic Wholly-Owned Subsidiary to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights Company or another domestic Wholly-Owned Subsidiary; provided that such Debt is approved by shall be subordinated to the Majority Buyers.Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to Agent and the Required Lenders; (viiid) Debt evidenced by one Subordinated Debt; (e) Hedging Obligations incurred in favor of any Lender or more unsecured promissory notes incurred an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; (g) other unsecured Debt, in addition to the redemptionDebt listed above, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total in an aggregate outstanding amount outstanding thereunder shall not exceed at any time [***], exceeding $250,000; (Bh) Accounts payable and trade debt arising in the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations ordinary course of the Sellers under this AgreementLoan Parties’ business; and (i) Any non-recourse obligation of a Loan Party arising from a discounting transaction in the ordinary course of business.

Debt. The Sellers Borrower will not, nor and will it not permit any Subsidiary of the Guarantors to, incur, create, incur assume or suffer to exist any Debt, exceptexcept the following: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt under Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other than Properties described in clauses (a) — (e) of the definition of “Oil and Gas Properties” (whether or not constituting purchase money Debt); provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $2,500,000; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt under the Second Lien Term Loan Documents, the principal amount of which Debt does not exceed the applicable amount set forth in the Intercreditor Agreement; (f) intercompany Debt between the Borrower and a Subsidiary that is a Guarantor or between Subsidiaries that are Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee and Collateral Agreement; (g) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Guarantor in the ordinary course of business; (h) Debt consisting of obligations to pay insurance premiums; (i) Debt arising under this Agreement or existing on consisting of reimbursement obligations of the date hereof Credit Parties in respect of the BNP Paribas Letter of Credit; provided that (i) the amount thereof shall not exceed $7,000,000, and described in Schedule III hereto. (ii) Debt arising under Hedging Program.such BNP Paribas Letter of Credit shall have been cancelled or otherwise terminated on or prior to January 8, 2010; (iiij) Debt of under the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing.Acquisition Escrow Notes; and (ivk) other Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] $2,500,000 in the aggregateaggregate at any one time outstanding. For the avoidance of doubt, provided that any when calculating the amount of Debt to the ▇▇▇▇▇▇▇▇ Groupfor purposes of determining compliance with clause (b) or (k) above, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities such calculation shall not exceed [***] include any guarantee by a Credit Party in respect of the Appraised Valueother Debt already included in such calculation. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Not, and will not, nor will it not permit any Subsidiary to, create, incur incur, assume or suffer to exist any Debt, except: (ia) Debt arising obligations under this Agreement or existing on and the date hereof and described in Schedule III hereto.other Note Documents; (iib) Debt arising under Hedging Program.secured by Liens permitted by Section 10.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,500,000, provided that the foregoing limit shall not include the Sale Leaseback if the Sale Leaseback is consummated in an arm’s-length manner on market terms and conditions; (iiic) Debt of the Sellers under agreements approved by Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Majority Buyers in effect from time to timeCompany or another domestic Wholly-Owned Subsidiary; provided that, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by upon the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess reasonable request of [***]the Required Holders, such Debt is approved shall be evidenced by a demand note in form and substance reasonably satisfactory to the Agent Required Holders and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt obligations under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must such demand note shall be unsecured and subordinate subordinated to the obligations of the Sellers under this Agreement.Company hereunder in a manner reasonably satisfactory to the Required Holders; (vid) Debt incurred under Permitted Servicing Facilities(excluding the Bank Debt) described on Schedule 10.1(d) attached hereto, provided that and any extension, renewal or refinancing thereof so long as the aggregate maximum available principal amount under all Permitted Servicing Facilities shall thereof is not exceed [***] increased in excess of the Appraised Value.amount set forth on such Schedule 10.1(d); (viie) the Debt secured by mortgage loan servicing rights provided that to be Repaid (so long as such Debt is approved by repaid on the Majority Buyers.Amendment No. 1 Effective Date with the proceeds of the initial loans under the Bank Agreement); (viiif) Debt evidenced by one or more unsecured promissory notes incurred Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends dispositions permitted under Section 13(1)10.5; (g) the Bank Debt, so long as each mandatory payment of principal and (C) such notes are unsecured and subordinate to interest thereunder is timely made in accordance with the obligations terms of the Sellers Bank Debt Documents; (h) Contingent Liabilities listed on Schedule 10.1(d); (i) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 10.1; (j) Hedging Obligations incurred in favor of the Bank Agent, any Bank Lender or any of their Affiliates for bona fide hedging purposes and not for speculation; (k) Debt owing to any trust created under this Agreementa supplemental executive retirement program of the Company; and (l) Debt of the Company owing to any Canadian Entity so long as such Canadian Entity remains a Wholly-Owned Subsidiary.

Debt. The Sellers Borrower will not, nor will it not permit any Subsidiary to, to create, incur incur, assume, guarantee, otherwise become liable for or suffer to exist exist, any Debt, exceptDebt other than: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto.Credit Documents; (ii) Debt arising under Hedging Program.existing on the Effective Date (such Debt, to the extent the principal amount thereof is $25,000,000 or more, being described on Schedule 4.01(r) attached hereto); (iii) Debt of owing to the Sellers under agreements approved by the Majority Buyers in effect from time to timeBorrower, whether accounted for as a sale any Subsidiary or a financing.any SPV; (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇any interest rate protection agreements or foreign exchange ▇▇▇▇▇▇ Group, LLC (regardless of whether such hedging obligations are subject to hedge accounting) incurred in the ordinary course of business and not for general speculative purposes; (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposespurposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other Person of a check, other than draft or similar instrument inadvertently drawing against insufficient funds, all such Debt under a Supplemental Facility, in an amount not to exceed [***] $100,000,000 in the aggregate, provided that aggregate at any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement.time outstanding; (vi) Debt incurred under Permitted Servicing Facilities, provided that of a Person existing at the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] time such Person becomes a Subsidiary of the Appraised Value.Borrower or is merged with or into the Borrower or any Subsidiary of the Borrower and not incurred in contemplation of such transaction; (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by under performance guaranties and letters of credit issued in the Majority Buyers.ordinary course of business; (viii) Debt evidenced consisting of Pre-Completion Guaranties to the extent that the aggregate principal amount of the obligations guaranteed under such Pre-Completion Guaranties does not exceed $175,000,000 at any time outstanding; (ix) Debt incurred for the purpose of financing all or a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms owned by one the Borrower or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of its Subsidiaries) within the limitations of Section 5.02(c)(iv) above; (x) Debt in an aggregate principal amount outstanding at the time of incurrence thereof (together with all such other Debt outstanding pursuant to this clause (x) at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by the Borrower to the Administrative Agent that (a) the aggregate principal amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (b) no Default or Event of Default has occurred and is continuing; (xii) Debt of Subsidiaries (a) whose assets consist primarily of ▇▇▇▇-up rigs owned by the Borrower or any Subsidiary as of the Effective Date (or the capital stock of Subsidiaries whose assets consist primarily of ▇▇▇▇-up rigs owned by the Sellers, Borrower or any Subsidiary as of the Effective Date) and (b) all or a portion of the capital stock of which is intended to be distributed to the shareholders of the Borrower (such Subsidiaries being referred to as “Spin-off Subsidiaries”); provided that (A) neither the total amount outstanding thereunder shall not exceed at Borrower nor any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations Subsidiary of the Sellers under this AgreementBorrower (other than Spin-off Subsidiaries) shall have any liability in respect of such Debt; and (xiii) extensions, refinancings, renewals or replacements of the Debt permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. The Sellers will notNot, nor will it and not permit any Subsidiary other Loan Party to, create, incur incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $125,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that unless waived by the Administrative Agent, such Debt shall be evidenced by 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 Borrower hereunder in a manner reasonably satisfactory to Administrative Agent; (d) unsecured Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (h) the Colon Debt: provided, however, that (i) such Debt shall at all times be subordinated to the Obligations on the terms and conditions set forth in the documentation evidencing such Debt, (ii) the aggregate outstanding principal amount of such Debt shall not at any time exceed $752,500, and (iii) such Debt shall at all times be unsecured; (i) guarantees by a Borrower of the obligations of any other Borrower arising pursuant to a lease or license by such Borrower of real or personal property in the ordinary course of the business of such Borrower, provided that such lease or license is not otherwise prohibited under the Loan Documents; (j) Debt in respect of appeal, bid, performance or surety or similar bonds issued for the account of any Borrower in the ordinary course of business (in each case other than for an obligation for money borrowed), in an aggregate outstanding amount not at any time exceeding $100,000; (k) Debt arising under this Agreement from the honoring by a bank or existing on other financial institution of a check, draft or similar instrument drawn against insufficient funds in the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iii) Debt ordinary course of the Sellers under agreements approved by the Majority Buyers in effect from time to timebusiness, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that (A) such Debt is approved by the Agentprovided, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***]that, such Debt is approved by the Agent and the Majority Buyers.extinguished within two (2) Business Days of its incurrence; (vl) other unsecured Debt in an aggregate outstanding amount not at any time exceeding $100,000; (m) Debt incurred owing by Cyalume France to HSBC France in the maximum aggregate outstanding principal amount not to exceed EUR 200,000 pursuant to an unlimited duration overdraft (découvert à durée indéterminée) renewable each year; provided, however, that none of the other Loan Parties are liable or obligated with institutional lenders and/or respect to such Debt; and (n) Debt owing by Cyalume France to Banque Palatine (i) in the ▇▇maximum aggregate outstanding principal amount not to exceed EUR 200,000 pursuant to an unlimited duration overdraft facility (facilité de ▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, ▇ durée indéterminée) and (ii) in an the maximum aggregate principal amount not to exceed [***] in the aggregate, provided that any Debt EUR 350,000 pursuant to the ▇▇▇▇▇▇a MCNE facility (mobilisation des créances né▇▇ Group▇ur l’étranger) either by way of a facility secured by an assignment by way of guarantee of receivables or by a sale on discount of receivables; provided, LLC must be unsecured and subordinate to the obligations however, that none of the Sellers under this Agreementother Loan Parties are liable or obligated with respect to such Debt. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total amount outstanding thereunder shall not exceed at any time [***], (B) the payments under such notes are made from Cash Dividends permitted under Section 13(1), and (C) such notes are unsecured and subordinate to the obligations of the Sellers under this Agreement.

Debt. The Sellers Each of the Loan Parties will not, nor and will it not permit or any Subsidiary of its Subsidiaries to, incur, create, incur assume or suffer permit to exist any Debt, except: (i) Debt arising under this Agreement or existing on the date hereof and described in Schedule III hereto. (ii) Debt arising under Hedging Program. (iiia) Debt of the Sellers under agreements approved Borrower and its Subsidiaries to the Lenders pursuant to the Loan Documents; (b) Permitted Subordinated Debt; (c) intercompany Debt between or among the Borrower and any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business (including, without limitation, Debt owed by the Majority Buyers Wholly-Owned Subsidiaries of the Borrower to the Borrower in connection with loans of proceeds of the Loans made by the Borrower to such Subsidiaries, the proceeds of which loans are used for the purposes permitted by Section 2.10), subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(c) shall be unsecured, shall be evidenced by instruments satisfactory to the Agent which will be pledged to the Agent for the benefit of the Agent and the Lenders and shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower to the Borrower shall not be required to be so evidenced, pledged or subordinated; (d) unsecured Debt arising under, created by and consisting of Interest Rate Protection Agreements and/or Currency Hedge Agreements not to exceed in aggregate notional amount the aggregate principal amount of the Commitments in effect from time to timetime (and, whether accounted for as in any event, not less than the amount required by this Agreement), provided that each counter party shall be a sale Lender or a financing.shall be rated in one of the two highest rating categories of Standard and Poors Corporation or Mood▇'▇ ▇▇▇estors Service, Inc.; (ive) (i) existing Debt incurred under Supplemental Facilities provided that (A) described on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt is approved which do not increase the outstanding principal amount of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Closing Date, (ii) purchase money Debt secured by purchase money Liens, which Debt and Liens are permitted under and meet all of the Agentrequirements of clause (g) of the definition of Permitted Liens contained in Section 1.1, and (Biii) if such Debt when combined with all Supplemental Facilities is in excess of [***]additional unsecured Debt; provided, such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Grouphowever, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the aggregate maximum available principal amount under all Permitted Servicing Facilities of the Debt referred to in this Section 9.1(e) shall not exceed [***] of the Appraised Value. (vii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred $5,000,000 in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the total aggregate amount outstanding thereunder shall not exceed at any time [***], outstanding; and (Bf) liabilities of the payments Loan Parties in respect of unfunded vested benefits under such notes are made from Cash Dividends permitted under Section 13(1), any Plan if and (C) such notes are unsecured and subordinate to the obligations extent that the existence of the Sellers under this Agreementsuch liabilities will not constitute, cause or result in a Default.