Common use of Debt Clause in Contracts

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred under the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.

Debt. The Holdings and the Borrower will shall not, and will shall not permit any other Credit Party of its Restricted Subsidiaries to, directly incur or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, maintain any Debt, except for:other than the following Debt (collectively, “Permitted Debt”): (a) Debt incurred of Holdings and any of its Restricted Subsidiaries under the Financing Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the date Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of this Agreement any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and set forth on Schedule 5.1(ii) any Refinancing Debt incurred to Refinance such Debt; provided that, including, for at the avoidance time of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement incurrence and after giving Pro Forma Effect thereto and the Prepetition Second Lien Credit Agreement and use of the proceeds thereof, the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of Debt incurred under this Agreement; clause (c) Intercompany and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, howeverpermitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the request Section 6.2 Financials most recently delivered on or prior to such date of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationsincurrence); (d) Guarantees by Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the Borrower aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of any Subsidiary permitted hereunder Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by any Subsidiary Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any other of its Restricted Subsidiary otherwise permitted hereunderunder this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (ei) Debt of arising from the Borrower or any 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 honoring by a Lien on any such assets prior to the acquisition thereofbank or other financial institution of a check, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereofdraft 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 aggregate principal amount ordinary course of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to business from customers for goods and services purchased or rented in the extent permitted under Section 5.6; (g) [reserved]ordinary course of business; (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 SubsidiaryObligor owing to any other Obligor; (i) [reserved]Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to finance exceed the acquisition greater of equipment, provided that (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the amount of date such Debt does not exceed was incurred based upon the purchase price Section 6.2 Financials most recently delivered on or prior to such date of such equipmentincurrence); (k) [reserved]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, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition permitted hereunder not to exceed in the aggregate outstanding at any time $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Contingent Obligation 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 by under Section 5.38.11; (m) Debt incurred pursuant consisting of promissory notes issued by the Restricted Subsidiaries to an Excluded Property Leasebacktheir current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt incurred under Bondsconsisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt constituting letters of credit and bank guaranties, incurred pursuant to the extent that such letters of credit and bank guaranties are fully cash collateralizedFirst Financial Loan Documents, in an aggregate principal amount not exceeding to exceed $2,000,000 30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (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 (y) 1.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of the ABL Intercreditor Agreement; (r) 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; (t) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the Specified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Closing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any time outstandingportion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries).

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $1,000,000; (c) Intercompany Debt arising from loans made by (i) the Debt of any Borrower to any Guarantor, (ii) Wholly-Owned Domestic Subsidiary or Debt of any Guarantor to the Borrower, or (iii) any Guarantor Wholly-Owned Domestic Subsidiary to any other GuarantorBorrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided, however, provided that upon at the written request of the Administrative Agent at any timeAgent, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to Agent pursuant to the Lead LendersGuarantee and Collateral Agreement as additional collateral security for the Obligations, and the sole originally executed counterparts obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of which Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations); (d) Guarantees Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by the Borrower of Debt of any Subsidiary permitted hereunder a Lender or an Affiliate thereof for bona fide hedging purposes and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundernot for speculation; (e) Debt described on Schedule 7.1 as of the Borrower or any Subsidiary incurred to finance the acquisitionClosing Date, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in connection accordance with the acquisition of any such assets or secured by a Second Lien on any such assets prior to the acquisition thereofIntercreditor Agreement; provided, 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) thereof shall not exceed $1,000,000 at any time outstanding; the “Maximum Second Lien Principal Amount” (f) Debt, if any, arising under Swap Contracts, to as such term is defined in the extent permitted under Section 5.6Second Lien Intercreditor Agreement); (g) [reserved]Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of any Person that becomes a Subsidiary after check, draft or similar instrument drawn against insufficient funds in the Closing Date; ordinary course of business, provided that such Debt exists at is extinguished within two (2) Business Days of notice to Administrative Borrower or the time such Person becomes a relevant Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiaryits incurrence; (i) [reserved]purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred to finance in connection with the acquisition financing of equipment, provided that insurance premiums in the amount ordinary course of such Debt does not exceed the purchase price of such equipmentbusiness; (k) [reserved]guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any Contingent Obligation permitted by Section 5.3time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to an Excluded Property Leasebackthe consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt incurred under Bonds;of the type described in Section 7.14.4; and (o) Debt constituting letters obligations of credit and one or more Loan Parties in respect to bank guaranties, guarantees issued by Commerzbank up to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingof 500,000 Euro.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $1,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) Wholly-Owned Subsidiary or Debt of any Guarantor Wholly-Owned Subsidiary to the BorrowerCompany or another domestic Wholly-Owned Subsidiary; provided that, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the reasonable request of the Administrative Agent at any timeAgent, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt principal amount thereof is not increased in excess of the Borrower or any other Subsidiary permitted hereunderamount 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 Borrower or any 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 $1,000,000 at any time outstandinginitial Loans hereunder); (f) Debt, if any, Contingent Liabilities arising under Swap Contracts, with respect to the extent customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 5.611.4; (g) [reserved]Contingent Liabilities listed on Schedule 11.1; (h) Guaranties by the Company and/or its Subsidiaries in respect of 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 Company or in connection with such Person becoming a Subsidiaryits domestic Subsidiaries permitted by this Section 11.1; (i) [reserved];Hedging Obligations approved by the Administrative Agent, incurred in favor of Administrative Agent, any Lender or any of their Affiliates for bona fide hedging purposes and not for speculation; and (j) Debt incurred owing to finance any trust created under a supplemental executive retirement program of the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingCompany.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Borrower or a Subsidiary Guarantor, (A) Debt incurred in respect of Hedge Agreements permitted under the Financing DocumentsSection 5.02(m) hereof; (bB) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower owed to any a Subsidiary Guarantor, which Debt (iix) any Guarantor shall constitute Pledged Debt, (y) shall be subordinated to the Borrower, or Facilities and on terms acceptable to the Joint Lead Arrangers and (iiiz) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably in form and substance satisfactory to the Administrative Agent Joint Lead Arrangers and the Lead Lenders, and the sole originally executed counterparts of which such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent, for Collateral Agent pursuant to the benefit terms of the Secured PartiesSecurity Agreement; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, (x) other unsecured Debt and (y) Debt secured by Liens permitted under Section 5.02(a)(vi); provided that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the covenants in Section 5.04, calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the DIP ObligationsObligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (dB) Guarantees by the Borrower so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt in an aggregate principal amount not to exceed $50 million at any one time outstanding; and (C) Debt of any a newly-formed or newly-acquired Subsidiary permitted hereunder and owed to a Person financing the formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary as contemplated by any Subsidiary of Debt Section 5.02(f)(vii); (iii) in the case of the Borrower or any other Subsidiary permitted hereunder;and its Subsidiaries, (eA) Debt under the Loan Documents, (B) so long as no Event of Default has occurred and is continuing, or would result therefrom, Debt secured by Liens permitted by Section 5.02(a)(v); provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the Borrower or any Subsidiary incurred to finance four-quarter period covered thereby, and (C) the acquisitionSurviving Debt, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereofrefinancing), and extensions, renewals the direct 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) contingent obligors therefor shall not exceed $1,000,000 at any time outstanding; (f) Debtbe changed, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes as 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 result of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentextension, refunding or refinancing, provided still further that the amount terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the purchase price of such equipment; (k) [reserved]; (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 $2,000,000 at any time outstandingthen applicable market interest rate.

Debt. The Borrower None of the Obligors will not, and will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under the Financing DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior NotesBorrower disclosed in SCHEDULE 9.01, in each case, on the date of this Agreementand any renewals or extensions (but not increases) thereof; (c) Intercompany Debt arising from loans made by accounts payable (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit deferred purchase price of Property or services) from time to time incurred in the Secured Partiesordinary course of business which, as security for if greater than 90 days past the DIP Obligationsinvoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Guarantees by the Borrower of Debt of any Subsidiary under leases permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderunder SECTION 9.08; (e) Debt of the Borrower associated with bonds or any Subsidiary incurred surety obligations pursuant to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed Governmental Requirements in connection with the acquisition operation 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 $1,000,000 at any time outstandingObligor's Pipeline Properties; (f) Debt, if any, arising Debt of the Obligors under Swap Contracts, to the extent Hedging Agreements permitted under Section 5.6SECTION 9.07; (g) [reserved]Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of Five Hundred Thousand Dollars ($500,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Administrative Agent, and (ii) subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at Borrower to the time such Person becomes a Subsidiary General Partner to enable the General Partner to pay general and is not created administrative costs and expenses of the Borrower in contemplation of or in connection accordance with such Person becoming a Subsidiarypast practices; (i) [reserved];Debt in an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or subordinated unsecured note offering with a maturity date at least one year beyond the maturity of the Facilities, the documentation for which contains covenants no more restrictive than those set forth in this Agreement; and (j) Debt incurred of the Borrower not otherwise described under SUBPARAGRAPHS (A) through (i) above not to finance exceed Five Hundred Thousand Dollars ($500,000) in the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingaggregate.

Debt. The Borrower will not, and will not permit Neither any other Credit Party to, directly Obligor nor any Subsidiary shall incur or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, maintain any Debt, except for:other than, without duplication, the following (Debt permitted under this Section 7.13 is hereafter referred to as “Permitted Debt”): (a) Debt incurred under the Financing DocumentsObligations; (b) Debt outstanding on the date of this Agreement and set forth described on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement6.9; (c) Intercompany Capital Leases of Equipment and purchase money secured Debt arising from loans made by incurred to purchase or refinance the purchase of Equipment, provided that (i) Liens securing the Borrower same attach only to any Guarantorthe Equipment acquired by the incurrence of such Debt and other Equipment the financing of which was provided by the same vendor, and (ii) any Guarantor to the Borrower, or aggregate amount of such Debt (iiiincluding Capital Leases) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent outstanding does not exceed $10,000,000 at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees any Refinancing by the Borrower of Debt of any Subsidiary permitted hereunder and by an Obligor or any Subsidiary of Debt incurred in accordance with clause (b) above; provided that (i) the principal amount of such Refinanced Debt is not increased, (ii) the Borrower Liens, if any, securing such Refinanced Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, (iii) no Person that is not an obligor or any other Subsidiary permitted hereunderguarantor of such Debt shall become an obligor or guarantor of such Refinanced Debt; and (iv) the terms of such refunding, renewal or extension are no less favorable to the Obligors, the Agent or the Lenders than the original Debt; (e) intercompany Debt among the Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 7.10 and such Debt is subordinated to the repayment of the Borrower or any 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 at least to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstandingextent set forth in Section 13.5; (f) Debt, if any, arising under Swap ContractsDebt incurred in connection with a Permitted Acquisition, to the extent permitted under Section 5.6;the definition of Permitted Acquisition that consists of (i) Debt existing prior to the consummation of the Permitted Acquisition (and not incurred in contemplation thereof) that is permitted to be assumed by the Obligors pursuant to clause (c) above, and (ii) Debt acceptable to the Agent that is incurred in favor of the seller in such Permitted Acquisition as a portion of the purchase price for such Permitted Acquisition, including all Debt under non-compete arrangements entered into in connection with such Permitted Acquisition that is acceptable to the Agent; and (g) [reserved]; (h) Debt of any Person other Debt, that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) secured by 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 collateralizedLien, in an aggregate principal amount not exceeding $2,000,000 outstanding at any time outstandingnot to exceed $5,000,000.

Debt. The Borrower will Each of the Parent and the Company covenants that it shall not, and will shall not permit any other Credit Party Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred the obligations under the Financing Documentsthis Agreement and Notes; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by paragraph 6C(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Debt arising from loans made by (iSubordinated Debt) of the Borrower Company to any Guarantor, (ii) Guarantor or of any Guarantor to the Borrower, or (iii) any Guarantor Company; provided that to any other Guarantor; provided, however, that upon the request of extent requested in writing by the Administrative Agent at any time, any Required Holders such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent Required Holders and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Collateral Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP ObligationsNotes, and the obligations under such demand note shall be subordinated to the Notes in a manner reasonably satisfactory to the Required Holders; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderEarn-Out Obligations; (e) Debt of the Borrower or any Subsidiary Hedging Obligations incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations for bona fide hedging purposes 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 thereofnot for speculation, and extensions, renewals and replacements Debt in respect of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstandingCash Management Agreements; (f) Debt outstanding on the date hereof and 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 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 being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (g) the Debt to be Repaid (which Debt shall include the Term B-2 Loan (as defined in the Credit Agreement) if anysuch 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, arising in each case permitted under Swap Contractsparagraph 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 Company or any Guarantor 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), Debt 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 Section 5.6; the Intercreditor Agreement (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after to the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentextent applicable), provided that the amount of such Debt does Term B-2 Loan (as defined in the Credit Agreement) shall not exceed the purchase price of such equipment; be permitted under this clause (k) [reserved]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 Contingent Obligation permitted by Section 5.3;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) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guarantiesother unsecured Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate outstanding principal amount not exceeding $2,000,000 at any time outstanding.exceeding $30,000,000 so long as (i) such Debt is subordinated to the Notes, 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 (iii) 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.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on incurred or assumed after the date of this Agreement Closing Date which is secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, includingrenewals and refinancings thereof; provided, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and that the aggregate principal amount of all such Debt at any time outstanding shall not exceed two percent (2.0%) of Parent’s consolidated revenues as of the Prepetition Senior Notes, in each case, on the date of this Agreementprevious four Fiscal Quarters; (c) Intercompany Debt arising from loans made by of the Parent or Company to any Wholly-Owned Subsidiary or Debt of any Wholly-Owned Subsidiary to the Company, the Parent or another Wholly-Owned Subsidiary; provided that (i) the Borrower sum of (A) the aggregate principal amount outstanding of any such Debt owed by a foreign Subsidiary and (B) the aggregate Investments made after the date hereof by the Company or any domestic Subsidiary to any Guarantorforeign Subsidiary (excluding in each case Investments the proceeds of which are used exclusively to effect an Acquisition pursuant to Section 11.4 or to pay a Signing and Performance Bonus pursuant to Section 11.13) shall not exceed $10,000,000, and (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt owed by a foreign Subsidiary shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be has been pledged and delivered to the Administrative Agent, for Agent in accordance with the benefit terms of the Secured Parties, as security for the DIP ObligationsGuaranty and Pledge Agreement; (d) Guarantees by the Borrower Hedging Obligations incurred in favor of Debt of any Subsidiary permitted hereunder a Lender or an Affiliate thereof for bona fide hedging purposes and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundernot for speculation; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations described on Schedule 11.1 and any Debt assumed in connection with extension, renewal or refinancing thereof so long as 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 thereof is not exceed $1,000,000 at any time outstandingincreased; (f) Suretyship Liabilities arising with respect to customary indemnification obligations in favor of sellers and assumptions of obligations (other than Acquired Debt, if any, arising under Swap Contracts, to the extent ) in connection with Acquisitions permitted under Section 5.611.4 and purchasers in connection with Dispositions permitted under Section 11.4; (g) [reserved]up to $2,000,000 in the aggregate of (i) Acquired Debt assumed in Acquisitions permitted under Section 11.4 and (ii) Debt secured by property acquired by a Loan Party and assumed by such Loan Party in transactions which do not constitute Acquisitions; (h) convertible Debt issued by Parent, so long as (i) the stated maturity of any Person that becomes such Debt shall be a Subsidiary date not earlier than six months after the Closing Date; provided stated maturity date of the Loans as of the date of issuance, (ii) no mandatory redemption requirements prior to maturity other than upon a Change of Control or pursuant to other customary event risk features, (iii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing either immediately before or immediately after such issuance, after giving effect to the intended use of proceeds of such convertible Debt, with evidence that the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.12 on the date of measurement, and (iv) the restrictive covenants and events of default relating to such Debt exists at are generally no more restrictive than those set forth in the time Credit Agreement (it being understood and agreed that Debt that has (A) no financial covenants, (B) no restrictive covenants with respect to incurrence, existence or making of liens, indebtedness or restricted payments and (C) dollar thresholds with respect to any events of default as a result of judgments and defaults under other indebtedness no lower than those provided for in this Agreement for such Person becomes a Subsidiary and is not created in contemplation categories of or in connection with such Person becoming a Subsidiarydefaults, will satisfy the requirements of this clause (iv)); (i) [reserved]Suretyship Liabilities with respect to (A) Debt otherwise permitted under this Section 11.1, and (B) Debt of Persons other than Loan Parties that would be permitted under this Section 11.1 if such Person were a Loan Party, but only to the extent (i) within the limitations set forth in this Section 11.1 and (ii) that one or more Loan Parties derive, directly or indirectly, substantial business or finance benefits therefrom, and such Debt of other Persons shall count against such limitations; (j) Debt incurred to finance the acquisition Suretyship Liabilities that constitute Investments permitted under Section 11.10 (unless only permitted by clause (b) of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment;Section 11.10); and (k) [reserved]; (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 guarantiesother Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $2,000,000.

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

Debt. The Section 9.02(u) of the U.S. Credit Agreement is hereby amended to read: “(u) Debt under the Second Lien Debt Documents incurred by the Borrower will notand any Guarantees thereof by a Guarantor (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), the principal amount of which Debt does not exceed the lesser of (x) $825,000,000 and will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (ay) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u) (it being understood that such initial incurrence may be in the Financing Documents; form of loans, notes or a combination thereof incurred substantially concurrently); provided that (bi) immediately before, and after giving effect to, the incurrence of any such Debt outstanding on (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that (x) in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant and (y) the terms of the Second Lien Debt Documents for such Permitted Second Lien Debt as disclosed to the Global Administrative Agent prior to the date hereof, are not materially more restrictive than the terms of the Loan Documents for purposes of this Agreement and clause (ii)), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than (A) a provision whereby the Borrower will offer to repurchase the Permitted Second Lien Debt upon a change of control (as defined therein) subject to the conditions to making such repurchase set forth on Schedule 5.1in Section 9.05(a) being satisfied, including, for (B) a provision requiring the avoidance Borrower to repay the initial incurrence of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Permitted Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior NotesDebt using any proceeds thereof that were not used to Redeem Existing Debt or pay Specified Second Lien Transaction Costs, in each case, within ninety (90) days of the closing date thereof and (C) provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety-one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the Secured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, (viii) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), the Borrower and the Guarantors are solvent (as determined (A) conclusively by reference to a certificate of a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Permitted Second Lien Debt, (B) executed copies of such Second Lien Debt Agreement upon the incurrence of such Debt and (C) promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents; provided further that on the later of (x) July 1, 2013 or (y) the forty-fifth (45th) day after the closing date of the initial Second Lien Debt Agreement (such date, the “Adjustment Date”), (A) the Global Borrowing Base and U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $90,000,000 in the aggregate for this Agreement; clause (cII) Intercompany Debt arising from loans made multiplied by (i2) 0.25, and (B) the Borrower to any Guarantor, (ii) any Guarantor Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Global Administrative Agent, for the benefit Issuing Bank and the Lenders until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the Secured Parties, as security for “stated principal amount” shall mean the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the stated face amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) without giving effect to 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 $2,000,000 at any time outstandingoriginal issue discount.”

Debt. The (i) In the case of TWC, permit the ratio of (A) the aggregate amount of Consolidated Debt (without duplication) of TWC and its Consolidated Subsidiaries (excluding Debt of MLP and its Subsidiaries that is not incurred under this Agreement) to (B) the sum of the Consolidated Net Worth of TWC plus the aggregate amount of Consolidated Debt (without duplication) of TWC and its Consolidated Subsidiaries (excluding Debt of MLP and its Subsidiaries that is not incurred under this Agreement) to exceed, on the last day of any Fiscal Quarter of TWC ending after December 31, 2005, 0.65 to 1.00; (ii) In the case of any Borrower will not(other than TWC), permit the ratio of (A) the aggregate amount of Consolidated Debt (without duplication) of such Borrower and will not its Consolidated Subsidiaries, to (B) the sum of the Consolidated Net Worth of such Borrower plus the aggregate amount of Consolidated Debt (without duplication) of such Borrower and its Consolidated Subsidiaries to exceed, on the last day of any Fiscal Quarter of such Borrower ending after December 31, 2005, 0.55 to 1.00; (iii) In the case of TWC, create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, any Debt at any time, if after giving effect to such Debt, the ratio of (A) the aggregate amount of Consolidated Debt (without duplication) of TWC and its Consolidated Subsidiaries (excluding Debt of MLP and its Subsidiaries that is not incurred under this Agreement) to (B) the sum of the Consolidated Net Worth of TWC as of the end of the Fiscal Quarter of TWC most recently ended prior to such time for which the appropriate financial information is available (adjusted, at TWC’s option, to give effect, in accordance with GAAP, to all material asset acquisitions and dispositions by TWC and its Consolidated Subsidiaries (other Credit Party tothan MLP and its Subsidiaries) since the end of such Fiscal Quarter) plus the aggregate amount of Consolidated Debt (without duplication) of TWC and its Consolidated Subsidiaries (excluding Debt of MLP and its Subsidiaries that is not incurred under this Agreement) would exceed at such time 0.65 to 1.00; and (iv) In the case of any Borrower (other than TWC), directly create, incur or indirectlyassume, or permit any of its Subsidiaries to create, incur or assume, any Debt at any time, if after giving effect to such Debt, the ratio of (A) the aggregate amount of Consolidated Debt (without duplication) of such Borrower and its Consolidated Subsidiaries to (B) the sum of the Consolidated Net Worth of such Borrower as of the end of the Fiscal Quarter of such Borrower most recently ended prior to such time for which the appropriate financial information is available (adjusted, at such Borrower’s option, to give effect, in accordance with GAAP, to all material asset acquisitions and dispositions by such Borrower and its Consolidated Subsidiaries since the end of such Fiscal Quarter) plus the aggregate amount of Consolidated Debt (without duplication) of such Borrower and its Consolidated Subsidiaries would exceed at such time 0.55 to 1.00. (v) In the case of TWC, permit any Subsidiary (other than TGPL, NWP and their respective Subsidiaries) to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forDebt other than: (aA) Debt incurred under that is existing on the Financing DocumentsEffective Date and listed on Schedule V and refinancings thereof; (bB) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementNon-Recourse Debt; (cC) Intercompany Debt arising from loans made by (i) the Borrower owed to TWC or any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request Subsidiary of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsTWC; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (eD) Debt of the Borrower or any 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 General Permitted Liens permitted by this clause paragraphs (ea) shall not exceed $1,000,000 at any time outstanding; through (fq) Debtof Schedule IX-2 (other than, if any, arising under Swap Contracts, with respect to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; paragraph (j) of Schedule IX-2, Debt incurred that is Refinancing Debt that relates (whether through one or more refundings, extensions, refinancings or other replacements) to finance the acquisition any amount originally secured pursuant to paragraph (r) of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment;Schedule IX-2); and (kE) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) other Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any one time outstandingoutstanding not to exceed $250,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $1,125,000; (c) Intercompany Debt arising from loans made by (i) the Debt of any Borrower to any Guarantor, (ii) Wholly-Owned Domestic Subsidiary or Debt of any Guarantor to the Borrower, or (iii) any Guarantor Wholly-Owned Domestic Subsidiary to any other GuarantorBorrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided, however, provided that upon at the written request of the Administrative Agent at any timeAgent, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to Agent (or, prior to the Lead LendersDischarge of First Lien Obligations, second) pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the sole originally executed counterparts obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of which 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 $5,625,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered shall be delivered to Agent (or prior to the Administrative AgentDischarge of First Lien Obligations, delivered to First Lien Agent as contractual representative for purposes of perfection for the benefit of Agent and Lenders) pursuant to the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations); (d) Guarantees Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by the Borrower of Debt of any Subsidiary permitted hereunder a First Lien Lender or an Affiliate thereof for bona fide hedging purposes and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundernot for speculation; (e) Debt described on Schedule 7.1 as of the Borrower or any Subsidiary incurred to finance the acquisitionClosing Date, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the First Lien Obligations in connection accordance with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereofIntercreditor Agreement; provided, 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) thereof shall not exceed $1,000,000 at any time outstanding; the “Maximum First Lien Principal Amount” (f) Debt, if any, arising under Swap Contracts, to as such term is defined in the extent permitted under Section 5.6Intercreditor Agreement); (g) [reserved]Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of any Person that becomes a Subsidiary after check, draft or similar instrument drawn against insufficient funds in the Closing Date; ordinary course of business, provided that such Debt exists at is extinguished within two (2) Business Days of notice to Administrative Borrower or the time such Person becomes a relevant Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiaryits incurrence; (i) [reserved]purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred to finance in connection with the acquisition financing of equipment, provided that insurance premiums in the amount ordinary course of such Debt does not exceed the purchase price of such equipmentbusiness; (k) [reserved]guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any Contingent Obligation permitted by Section 5.3time exceeding $2,250,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to an Excluded Property Leasebackthe consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $12,500,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,375,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt incurred under Bonds;of Holdings of the type described in Section 7.14.3(b); and (o) Debt constituting letters obligations of credit and bank guaranties, one or more Loan Parties in respect to the extent that such letters of credit and bank guaranties are fully cash collateralized, in Bank guarantees issued by Commerzbank up to an aggregate principal amount not exceeding $2,000,000 at any time outstandingof 500,000 Euro.

Debt. The Borrower Obligors will not, and will not permit any other Credit Party Subsidiary to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred the Notes or other Indebtedness arising under the Financing Note Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Note Documents; (b) Debt outstanding on associated with bonds or surety obligations required by Governmental Requirements in connection with the date operation of this Agreement and set forth on Schedule 5.1, including, for the avoidance Properties of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement Obligors and the Prepetition Second Lien Credit Agreement Subsidiaries and approved by the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementRequired Holders; (c) Intercompany intercompany Debt arising from loans made between any Obligor and any Subsidiary or between Obligors or between Subsidiaries to the extent permitted by (i) the Borrower this Section 11.2; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any GuarantorPerson other than any Obligor or one of the Wholly-Owned Subsidiaries, (ii) any Guarantor to the Borrowerand, or (iii) any Guarantor to any other Guarantor; provided, howeverprovided further, that upon the request of the Administrative Agent at any time, any such Debt owed by either any Obligor or a Guarantor shall be evidenced by promissory notes having terms reasonably satisfactory subordinated to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsIndebtedness; (d) Guarantees by endorsements of negotiable instruments for collection in the Borrower ordinary course of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderbusiness; (e) Debt in the form of obligations for the Borrower deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable 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 principal amount 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 $200,000 at any Subsidiary time outstanding; (f) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assetsassets (including office equipment, data processing equipment and motor vehicles), 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 (i) such Debt 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 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 $1,000,000 200,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]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, (iii) to secure public or statutory obligations of such Obligor, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Obligor a party in connection with the operation of the Oil and Gas Properties, in each case in the ordinary course of business; (h) Debt of any Person that becomes a Subsidiary under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the Company after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created date hereof in contemplation of or in connection accordance with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingthis Agreement.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Credit Party of its Subsidiaries to, directly or indirectly, create, assume, incur, assumesuffer to exist, guarantee or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect toof, any Debt other than the following (collectively, the “Permitted Debt, except for:”): (a) Debt incurred under the Financing DocumentsObligations; (b) intercompany Debt outstanding on owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the date form of this Agreement accounts payable to trade creditors for goods or services and set forth on Schedule 5.1, including, current operating liabilities (other than for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notesborrowed money) which, in each case, on is incurred in the date ordinary course of this Agreementbusiness, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP regardless of whether such reserves are required thereunder; (cd) Intercompany purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from loans made by the endorsement of instruments for collection in the ordinary course of business; (g) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (h) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in excess of the Borrower amount of the unpaid cost of, and shall be incurred only to any Guarantordefer the cost of, such insurance for the underlying term of such insurance policy, (ii) any Guarantor to unpaid amount of such Debt is fully cancelled upon termination of the Borrowerunderlying insurance policy, or and (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 at any time outstanding pursuant to this clause (eh) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date100,000; 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;and (i) [reserved]unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3; (j) Debt incurred to finance the acquisition guarantees of equipment, primary obligations of any other Person; provided that the amount of such Debt does not exceed the purchase price of such equipment;primary obligations so guaranteed are permitted by this Agreement; and (k) [reserved]; (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 in respect of credit performance bonds, bid bonds, appeal bonds, surety bonds and bank guarantiessimilar obligations, to in each case provided in the extent that such letters ordinary course of credit and bank guaranties are fully cash collateralized, business obligations in an aggregate principal amount not exceeding to exceed $2,000,000 at any time outstanding100,000.

Debt. The Borrower None of the Obligors or their Subsidiaries and none of the Partnerships will not, and will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under the Financing DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior NotesBorrower disclosed in Schedule 9.01, in each case, on the date of this Agreementand any renewals or extensions (but not increases) thereof; (c) Intercompany Debt arising from loans made by of Parent and its Subsidiaries (iexcluding Borrower and its Subsidiaries) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, extent same is not guaranteed or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request secured by Property of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsBorrower or its Subsidiaries; (d) Guarantees 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 the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (e) Debt of the Borrower or any 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 under leases permitted by this clause (e) shall not exceed $1,000,000 at any time outstandingunder Section 9.08; (f) Debt, if any, arising under Swap Contracts, Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the extent permitted under Section 5.6operation of any Obligor's Oil and Gas Properties; (g) [reserved]Debt of the Obligors 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 any Person that becomes a Subsidiary after $250,000 is (i) evidenced by an Intercompany Note which has been pledged to secure the Closing Date; Obligations and is in the possession of the Administrative Agent, (ii) provided that such Debt exists at the time such Person becomes a Subsidiary applicable rate of interest under any loans from Parent to Borrower or any of its Subsidiaries shall not exceed the Base Rate plus Applicable Margin then in effect, and is not created in contemplation of or in connection with such Person becoming a Subsidiary(iii) subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (i) [reserved]following a Successful Public Offering, Intercompany Debt shall be permitted only to the extent it is unsecured and 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 incurred to finance the acquisition of equipment, provided that the amount Atlas Pipeline in its capacity as general partner of such Debt does not exceed the purchase price of such equipment;APL; and (k) [reserved]; Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (la) any Contingent Obligation permitted by Section 5.3; through (mj) Debt incurred pursuant above not 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 exceed $2,000,000 at any time outstandingin the aggregate.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $5,000,000; (c) Intercompany Debt arising from loans made by (i) of any Loan Party to another Loan Party or, to the Borrower extent permitted under Section 11.10 hereof, Debt of any Subsidiary to any Guarantor, (ii) Loan Party or of any Guarantor to the Borrower, or (iii) any Guarantor Loan Party to any other GuarantorSubsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrowers hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Guarantees by the Borrower of Subordinated Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 exceeding $1,000,000 5,000,000 at any time outstanding; (e) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) DebtDebt described on Schedule 11.1 and any extension, if any, arising under Swap Contracts, to renewal or refinancing thereof so long as the extent permitted under Section 5.6principal amount thereof is not increased; (g) [reserved]Endorsements for collection or deposit of any commercial paper secured in the ordinary course of business; (h) Guaranties of 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 Subsidiaryotherwise permitted hereunder; (i) [reserved]Debt assumed by any Loan Party in connection with an Acquisition permitted by Section 11.5 so long as the amount thereof does not exceed 50% of the total consideration to be paid by such Loan Party in respect of such Acquisition and no more than $1,000,000 of such assumed Debt is secured; (j) Debt incurred Contingent Liabilities arising with respect to finance the acquisition customary indemnification obligations in favor of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment;sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (k) [reserved]; (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 guarantiesother unsecured Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $10,000,000.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Restricted Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Borrower, Debt owed to a Restricted Subsidiary of the Borrower, which Debt shall be subject to the Lien of the Security Agreement and, if evidenced by promissory notes, shall constitute Pledged Debt and such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, and (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to another Restricted Subsidiary of the Borrower, which Debt shall be subject to the Lien of the Security Agreement and, if evidenced by promissory notes, shall constitute Pledged Debt and such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt incurred under the Financing Loan Documents;, (bB) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred or is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) the aggregate amount of which, when aggregated with the aggregate amount of Capitalized Leases outstanding on under clause (C) below, shall not exceed $35,000,000 at any time outstanding, (C) Capitalized Leases the date aggregate amount of this Agreement and set forth on Schedule 5.1which, including, for when aggregated with the avoidance aggregate amount of doubt, Debt outstanding under clause (B) above, shall not exceed $35,000,000 at any time outstanding, (D) the Prepetition First Lien Credit Agreement Senior Notes, any additional unsecured notes issued under the Senior Notes Indenture or a supplement thereto with the same terms as the Senior Notes (except for interest rates, which shall not exceed the then applicable market interest rate) in an aggregate amount not to exceed $50,000,000 (the “Additional Senior Notes”) and the Prepetition Second Lien Credit Agreement Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Senior Notes, the Additional Senior Notes and any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of any such extending, refunding or refinancing Debt shall not be above the principal amount of the Debt being extended, refunded or refinanced immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrower and its Restricted Subsidiaries or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, and provided still further that, the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent Notes and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; Additional Senior Notes (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 extending, refunding or refinancing the acquisition of any such assets or secured by a Lien on any such assets prior to Senior Notes and 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 (eAdditional Senior Notes) shall not exceed $1,000,000 at any time outstanding;450,000,000 minus an amount equal to all principal payments made thereon, (E) so long as no Default under Section 6.01(a) or (f) Debtand no Event of Default has occurred or is continuing, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) unsecured Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the Closing Date; provided that such date hereof in accordance with the terms of Section 5.02(f) which Debt exists is existing at the time such Person becomes a Restricted Subsidiary and is not created of the Borrower (other than Debt incurred solely in contemplation of or in connection with such Person becoming a Subsidiary;Restricted Subsidiary of the Borrower), (iF) [reserved];Debt in respect of Secured Hedge Agreements or unsecured Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (jG) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is continuing, Debt in respect of Permitted Liens, (H) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is continuing or would result therefrom, secured Debt incurred to finance or assumed in connection with acquisitions of any Person that becomes a Restricted Subsidiary of the acquisition Borrower after the date hereof in accordance with the terms of equipmentSection 5.02(f), provided that which Debt is existing at the amount time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Debt does not exceed Person becoming a Restricted Subsidiary of the purchase price of such equipment; (k) [reserved]; (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 collateralizedBorrower), in an aggregate principal amount not exceeding to exceed $2,000,000 35,000,000 at any time outstanding, (I) Off Balance Sheet Obligations of the Borrower and its Restricted Subsidiaries existing on the Closing Date and comprising a portion of the Surviving Debt and so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is continuing, additional Off Balance Sheet Obligations of the Borrower and its Restricted Subsidiaries, provided that the aggregate amount of all Off Balance Sheet Obligations permitted under this clause (I) shall not exceed $35,000,000 at any time outstanding, and (J) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is continuing, other secured and unsecured Debt of the Borrower in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, createCreate, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Sections 7.02(d), 7.02(h) and set forth on Schedule 5.17.02(j), includingand extensions, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $25,000,000; (c) Intercompany Debt arising from loans made by (i) the of a Co-Borrower to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor Wholly-Owned Subsidiary to the Borrower, a Co-Borrower or (iii) any Guarantor to any other Guarantora domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderSubordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations 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 Factoring Facilities, not to exceed $30,000,000 in the aggregate amount at any one time outstanding; (h) Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior Acquisitions permitted under Section 7.05 not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 15,000,000 at any time outstanding; (fi) Debt, if any, arising under Swap Contracts, to the extent Debt consisting of seller financing incurred in connection with Acquisitions permitted under Section 5.6; (g) [reserved]; (h) Debt of 7.05 not to exceed $15,000,000 at any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]outstanding; (j) Debt incurred to finance 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 acquisition of equipment, provided that the amount performance of such Debt does not exceed the purchase price of Co-Borrower or any such equipmentSubsidiary pursuant to such agreements; (k) [reserved];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 to be incurred pursuant to this Section 7.01; and (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 so long as there exists no Default before and bank guaranties, immediately after giving effect to the extent that incurrence of any such letters of credit and bank guaranties are fully cash collateralizedDebt, other unsecured Debt, in addition to the Debt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $25,000,000. (g) Section 7.03 of the Credit Agreement is hereby amended to read as follows:

Debt. The Borrower will notNot, and will not permit any other Credit Note Party or Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Investment Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $550,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Companies to any Guarantor, (ii) Wholly-Owned Domestic Subsidiary or Debt of any Guarantor Wholly-Owned Domestic Subsidiary to the Borrower, Companies or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request another Wholly-Owned Domestic Subsidiary of the Administrative Agent at any timeCompanies; provided that, any if requested by Agent, such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to Agent pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees by Hedging Obligations incurred to satisfy the Borrower of Debt of any Subsidiary permitted hereunder Companies’ obligations under the Senior Credit Agreement and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderHedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt described on Schedule 7.1 as of the Borrower or any Subsidiary incurred to finance the acquisitionClosing Date, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Senior Obligations; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) (i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the acquisition time of any a Permitted Acquisition of such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any Target) so long as such Debt that do was not increase the outstanding principal amount thereofincurred in contemplation of such Permitted Acquisition; provided provided, that the aggregate principal outstanding amount of all Debt permitted by this clause (eSection 7.1(h)(i) shall not exceed $1,000,000 550,000 at any time, and (ii) Permitted Earn-Outs in an aggregate amount outstanding not to exceed $550,000 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 consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing 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, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other obligations are permitted under clause (1) below, or (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 $550,000 at any time outstanding; (fm) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) unsecured Debt of Holdings owing to former employees, officers, or directors (or any Person spouses, former spouses, or estates of any of the foregoing) of Holdings, the Companies and their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that becomes a Subsidiary after have been issued to such Persons upon the Closing Date; provided that such Debt exists death or separation from employment thereof, so long as (i) no Event of Default has occurred and is continuing at the time such Person becomes a Subsidiary and is not created in contemplation of issuance or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance would result from the acquisition of equipment, provided that the amount incurrence of such Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback$550,000; (n) Debt unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred under Bondsin the ordinary course of business; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and secured by Liens permitted by Section 11.2(d); provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $500,000; (c) Intercompany Debt arising from loans made by (i) the unsecured Debt owing by any Borrower to any Guarantorother Loan Party, (ii) unsecured Debt owing by any Guarantor (that is a Wholly-Owned Subsidiary) to the Borrowerany other Loan Party, or and (iii) unsecured Debt owing by any Guarantor Loan Party to a First-Tier Foreign Subsidiary of any other GuarantorLoan Party; provided, however, provided that upon the request in each of the Administrative Agent at any time, cases of clause (i) and (ii) any such Debt shall be evidenced by promissory notes having terms a demand note in the form of Exhibit H attached hereto and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations; provided, further that in each of the cases of clause (i), (ii) and (iii) any such Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the Administrative Agent and (it being agreed that the Lead Lenders, and subordination provisions set forth in the sole originally executed counterparts of which demand note referred to above shall be pledged and delivered deemed to be reasonably satisfactory to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations); (d) Guarantees by the Borrower of unsecured Subordinated Debt of (other than Debt described in clause (c) above) in an amount at any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundertime outstanding not to exceed $2,000,000; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease unsecured Hedging Obligations for bona fide hedging purposes 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 $1,000,000 at any time outstandingfor speculation; (f) DebtDebt existing on the date hereof described on Schedule 9.26 and any extension, renewal or refinancing thereof so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if anysecured, arising under Swap Contracts, to the extent permitted under Section 5.6any additional collateral is granted as security therefor; (g) [reserved]the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Revolving Loans hereunder); (h) Debt unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor 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 purchasers in connection with such Person becoming a Subsidiarydispositions permitted under Section 11.4; (i) [reservedIntentionally Omitted]; (j) unsecured Debt incurred to finance in respect of bid, performance or surety, appeal or similar bonds issued for the acquisition account of equipment, and completion guarantees provided that by the amount Loan Parties in the ordinary course of such Debt does not exceed the purchase price of such equipmentbusiness; (k) [reserved]Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five (5) Business Days of incurrence; (l) any Contingent Obligation permitted by Section 5.3;Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; and (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred unsecured guaranties by any Loan Party of the obligations of any Borrower under Bonds; (o) Debt constituting letters any license and/or distribution agreement entered into by such Borrower in the ordinary course of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingits business.

Debt. The Borrower will not, and Such Loan Party will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except for:(without duplication): (ai) Debt incurred of the Loan Parties (A) under the Financing Loan Documents, and (B) pursuant to any Permitted Expansion Facility; (bii) to the extent constituting Debt, obligations of the Borrowers under the Permitted Commodity Hedge and Power Sale Agreements to the extent permitted to be entered into under this Agreement; (iii) Debt of the Borrowers secured by Liens permitted by clause (o) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding on Debt permitted to be incurred pursuant to sub-clause (iv) or (v), $20,000,000 at any time outstanding in the date aggregate for the Borrowers; provided that any such Debt (A) shall be secured only by the Property acquired in connection with the incurrence of such Debt and (B) shall constitute not more than 90% of the aggregate consideration paid with respect to such Debt; (iv) Capitalized Leases of the Borrowers not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to sub-clause (iii) or (v), $20,000,000 at any time outstanding in the aggregate for the Borrowers; (v) Debt of any Borrower incurred for the purpose of funding any Required Capital Expenditures not to exceed in the aggregate, when taken together with outstanding Debt permitted to be incurred pursuant to sub-clauses (iii) and (iv), $20,000,000 at any time outstanding in the aggregate for the Borrowers; (vi) to the extent constituting Debt, obligations of the Borrowers under Interest Rate H▇▇▇▇▇ designed to hedge against fluctuations in interest rates incurred in the ordinary course of business (it being acknowledged and agreed that any such Interest Rate H▇▇▇▇▇ entered into by the Borrowers for the purpose of complying with Section 7.01(m) above (or any similar obligation with respect to the Permitted Expansion Facility) shall be deemed to be permitted Debt under this sub-clause (vi)); (vii) unsecured subordinated Debt of any Loan Party to any other Loan Party (including intercompany loans amongst the Loan Parties); provided that (1) all such Debt shall constitute Pledged Debt subject to the Lien created under the Security Agreement and (2) all such Debt shall be on terms and conditions set forth on Schedule 5.1Exhibit H or such other terms reasonably acceptable to the Administrative Agent; (viii) other unsecured Debt of the Borrowers in an aggregate amount not to exceed $10,000,000 at any one time outstanding; (ix) to the extent constituting Debt, includingcontingent obligations under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case of any Borrower incurred in the ordinary course of business and not in connection with Debt for Borrowed Money; (x) to the avoidance of doubtextent constituting Debt, Debt outstanding under arising from the Prepetition First Lien Credit Agreement and honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Prepetition Second Lien Credit Agreement and ordinary course of business or other cash management services in the aggregate principal amount ordinary course of business; provided that such Debt is extinguished within 10 Business Days of its incurrence; (xi) guaranties by the Prepetition Senior NotesBorrowers of Debt of another Loan Party or guaranties by a Loan Party of Debt of another Loan Party with respect, in each case, on to Debt otherwise permitted to be incurred pursuant to this clause (b); provided that, if the date Debt that is being guaranteed is unsecured and/or subordinated to the Obligations of this Agreementthe Loan Parties under the Loan Documents, the guaranty shall also be unsecured and/or subordinated to the Obligations of the Loan Parties under the Loan Documents; (cxii) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor a Loan Party; provided that such loans are subject to the Borrower, terms of subordination attached hereto as Exhibit H or (iii) any Guarantor to any such other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered acceptable to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations;; and (dxiii) Guarantees trade payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than 90 days past due or (B) being contested in good faith by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingappropriate proceedings.

Debt. The Borrower will not, and FOC will not permit any other Credit Party to, directly or indirectly, create, incur, assumeassume or suffer to exist, guarantee or otherwise become permit any Subsidiary to create, incur, assume or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forDebt other than the following: (a) Debt incurred of the Credit Parties under the Financing Credit Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance FOC in respect of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate $150,000,000 in principal amount of the Prepetition its 6-5/8% Senior Notes, in each case, on the date of this AgreementNotes due 2011; (c) Intercompany Debt arising from loans made (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred after December 31, 2006 to purchase, or to finance the purchase of, fixed assets and/or Debt incurred by (i) FOC and its Subsidiaries after December 31, 2006 with respect to which the Borrower to any Guarantor, (ii) any Guarantor creditor has no recourse to the Borrowerdebtor, or (iii) any Guarantor but only to any other Guarantorthe property securing such Debt; provided, however, that upon the request aggregate cumulative principal amount of the Administrative Agent at any time, any all such Debt referred to above shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationsnot exceed $30,000,000; (d) Guarantees by the Borrower of Debt of any Subsidiary Capitalized Leases permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderunder Section 7.5; (e) Debt of the Borrower or any Subsidiary incurred FPI 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 ConocoPhillips pursuant to the acquisition thereofConoco Operating Agreement, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that to exceed $500,000 in the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) DebtDebt of FOC and the Borrower to brokerage firms listed on Schedule 6, if anyand Debt of Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of such Subsidiaries in the purchase or sale of commodity futures contracts or related options) to such brokerage firms; provided, arising under Swap Contractshowever, that such Debt shall not exceed $25,000,000 in the aggregate at any time outstanding, without duplication, and shall relate only to the extent commodity hedging activity in margin accounts that is permitted under pursuant to Section 5.67.4(m); (g) [reserved]the obligation of FERC to make “Contingency Earn-Up Payments” to Shell Oil Products US pursuant to the Asset Purchase and Sale Agreement dated as of October 19, 1999 among Shell Oil Products US, FERC and FOC; (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 permitted by Section 7.8(c), (d) or in connection with such Person becoming a Subsidiary(e); (i) [reserved]the guaranty by FOC and its Subsidiaries of the obligations of FOC in respect of the Debt described in Section 7.4(b); (j) Debt incurred to finance of FOC or the acquisition Borrower under any Hedge Agreement entered into with the purpose and effect of equipmenthedging interest rates on a principal amount of Debt of such Credit Party that is accruing interest at a fixed or variable rate, provided that (i) the aggregate notional amount of such Debt Hedge Agreement does not exceed 75% of the purchase price anticipated outstanding principal balance of the Debt to be hedged by such Hedge Agreement or 75% of an average of such equipmentprincipal balances calculated using a generally accepted method of matching interest-rate swap contracts to declining principal balances, (ii) the floating-rate index of each such Hedge Agreement hedging variable-rate Debt generally matches the index used to determine the floating rates of interest on the corresponding Debt to be hedged by such Hedge Agreement, (iii) the fixed-rate index of each such Hedge Agreement hedging fixed-rate Debt generally matches the fixed rate(s) of interest on the corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge Agreement is with a counterparty, or has a guarantor of the obligation of the counterparty, that is a Lender or another well capitalized and nationally recognized hedging counterparty; (k) [reserved]the Debt of the Borrower, as purchaser, and FOC, as guarantor, in respect of the Utexam Transactions, provided that such Debt does not exceed, at any time outstanding, the sum of $200,000,000 plus the amount of any related transportation costs and expenses; and the Debt of the Borrower, as account party, to BNP Paribas in respect of up to $10,000,000 in the aggregate, at any time outstanding, for one or more letters of credit (including any unreimbursed drawings thereunder) issued by BNP Paribas to provide credit support for certain obligations of the Borrower to CCPS Transportation, LLC, a Delaware limited liability company, for transport of crude oil purchased by the Borrower in the Utexam Transactions; (l) Debt of FOC, provided that (i) such Debt is unsecured, (ii) the earliest maturity date of any Contingent Obligation permitted portion of such Debt is at least 2 years after the Commitment Termination Date, (iii) the covenants in any agreement or instrument evidencing or otherwise relating to such Debt are no more restrictive or burdensome than those in this Agreement and the other Credit Documents, (iv) the interest payable on such Debt is at a commercially reasonable rate and (v) at the time of issuance of such Debt, FOC’s senior unsecured debt ratings from ▇▇▇▇▇’▇ and S&P (A) are at least B1 and B+, respectively, and (B) have not declined during the 6-month period ending on the date of issuance of such Debt; provided, however, that, if at the time of issuance of such Debt FOC’s senior unsecured debt is rated by Section 5.3only one of ▇▇▇▇▇’▇ and S&P, then the conditions set forth in clause (v) above shall apply only to the rating by that rating agency; (m) Debt incurred pursuant of FOC or any Subsidiary under any Hedge Agreement entered into for the purpose and with the effect of hedging price risk on (i) oil or gas purchased or to an Excluded Property Leaseback;be purchased by FOC or any Subsidiary for processing or consumption by any Subsidiary or (ii) petroleum products produced or to be produced by any Subsidiary, provided that each such Hedge Agreement at all times (A) ▇▇▇▇▇▇ or mitigates risk to which FOC or a Subsidiary has actual or projected exposure, (B) is permitted under the risk-management policy approved by FOC’s Board of Directors at the time such Hedge Agreement is entered into and (C) does not subject FOC or any Subsidiary to any speculative risk; and (n) other Debt incurred under Bonds; (o) Debt constituting letters of credit FOC and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralizedits Subsidiaries, in an aggregate principal amount addition to any permitted above in this section, not exceeding $2,000,000 20,000,000 in the aggregate at any time outstanding.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and secured by Liens permitted by Section 11.2(d); provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $2,000,000; (ci) Intercompany unsecured Debt arising from loans made owing by any Borrower to any other Borrower or to any Domestic Wholly-Owned Subsidiary; (ii) Debt owing by any Domestic Wholly-Owned Subsidiary (other than a Borrower) that is a Guarantor to the Borrowers or to any other Domestic Wholly-Owned Subsidiary (other than the Borrowers); provided that in each of the cases of clause (i) the Borrower to any Guarantor, and (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to a demand note in the Administrative Agent form of Exhibit H attached hereto and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the Administrative Agent; and (iii) unsecured Debt owing by a Loan Party to a First-Tier Foreign Subsidiary, provided such Debt is subordinated to the prior payment in full, in cash, of the Obligations on terms reasonably acceptable to Administrative Agent; and (iv) Debt owing by a Foreign Subsidiary to any other Foreign Subsidiary; (d) Guarantees unsecured Subordinated Debt (other than Debt owing by the Borrower of Debt of a Loan Party to any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower other Loan Party or any other Subsidiary permitted hereunderAffiliate thereof) in an amount at any time outstanding not to exceed $10,000,000; (e) Debt Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof (other than any Hedging Agreement existing as of the Borrower or Closing Date, which can be with any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Person) for bona fide hedging purposes 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 $1,000,000 at any time outstandingfor speculation; (f) DebtDebt existing on the date hereof described on Schedule 9.26 and any extension, renewal or refinancing thereof so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if anysecured, arising under Swap Contracts, to the extent permitted under Section 5.6any additional collateral is granted as security therefor; (g) [reserved]the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) Debt unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor 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 sellers in connection with such Person becoming a SubsidiaryPermitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) [reserved]up to $5,000,000 at any time outstanding of Acquired Debt assumed in Permitted Acquisitions; (j) unsecured Debt incurred to finance in respect of bid, performance or surety, appeal or similar bonds issued for the acquisition account of equipment, and completion guarantees provided that by the amount Loan Parties in the ordinary course of such Debt does not exceed the purchase price of such equipmentbusiness; (k) [reserved]Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence; (l) any Contingent Obligation permitted by Section 5.3;Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; and (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred of the Company under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingCanadian Guaranty.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Restricted Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) Debt incurred under the Financing DocumentsLoan Documents and Existing Debt; (bii) intercompany Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower owed to any Guarantora Restricted Subsidiary; provided that, (iix) any Guarantor in the case of such Debt owed to the Borrowera Foreign Subsidiary, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having subordinated to the Obligations of the Borrower under the Loan Documents on terms reasonably satisfactory to the Administrative Agent and (y) in the Lead Lenderscase of all such Debt, the outstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iii) in the case of any Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower or to another Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that, in each case, the outstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iv) in the case of any Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower or to another Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that, in the case of such intercompany Debt owed to the Borrower, such Debt (A) shall constitute Pledged Debt and (B) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent (the outstanding amount of which shall at all times be documented by the Borrower in accordance with Section 5.1(q)); (v) additional Subordinated Debt of the Borrower; provided that (x) upon issuance of such Subordinated Debt the Borrower shall be in compliance (on a Pro Forma Basis) with the financial covenants set forth in Section 5.4, (y) 50% of the Net Cash Proceeds of the issuance thereof shall be applied to the Term Loan Advances to the extent required by Section 2.6(b)(ii) and (z) such Debt shall meet the requirements of Section 5.2(b)(vi) as if such Debt were refinancing existing Subordinated Debt; (vi) any Debt ("Refinancing Debt") extending the maturity of, or refunding or refinancing, in whole or in part, or issued in exchange for, any Debt (other than intercompany Debt) ("Refinanced Debt") permitted under clauses (i) or (v) of this Section 5.2(b) or this clause (vi); provided that the terms of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Refinancing Debt shall not exceed the principal amount of such Refinanced Debt outstanding immediately prior to such extension, refunding, refinancing or exchange, and the sole originally executed counterparts direct and contingent obligors therefor shall not be changed, as a result of which shall be pledged or in connection with such extension, refunding, refinancing or exchange, provided still further that the terms relating to principal amount, amortization, maturity and delivered subordination (if any), and other material terms taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Administrative Agent, for Loan Parties or the benefit Lender Parties than the terms of any agreement or instrument governing the Refinanced Debt (or in the case of a refinancing of the Secured PartiesObligations of the Loan Parties under the Loan Documents, as security for the DIP Obligationsterms governing the Senior Notes (2001)) and the interest rate applicable to any such Refinancing Debt does not exceed the then applicable market interest rate; (dvii) Guarantees by Debt of the Borrower in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice with an aggregate Agreement Value not to exceed $400,000,000 at any time outstanding; provided that the aggregate Agreement Value of Debt in respect of clause (ii) of the definition of Hedge Agreements shall not exceed $100,000,000 at any Subsidiary permitted hereunder and by any Subsidiary time outstanding; (viii) Debt arising from the endorsement of Debt negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (ix) Contingent Obligations (including letters of credit) of the Borrower or any other Restricted Subsidiary incurred (or issued) after the Effective Date in respect of the obligations of any Non Wholly-Owned Affiliate; provided that after giving effect to the incurrence of such Contingent Obligation (or issuance of such letter of credit), (A) the Investment in such Non Wholly-Owned Affiliate is permitted hereunderpursuant to Section 5.2(f) and (B) at the time of such incurrence or issuance, no Default shall have occurred and be continuing or would result therefrom; (ex) Debt of the Borrower or any 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 Liens permitted by Section 5.2(a)(iv) and Capitalized Leases not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding exceed an aggregate principal amount thereofof $150,000,000 at any time outstanding for all Debt permitted under this clause (b)(x); (xi) other Debt; provided that the aggregate principal amount of such other Debt permitted by this clause (e) shall not exceed $1,000,000 outstanding at any time outstandingdoes not exceed a principal amount of $50,000,000; (fxii) Debt, if any, arising Debt of Restricted Subsidiaries that are not Wholly-Owned Restricted Subsidiaries constituting Investments permitted under Swap ContractsSection 5.2(f)(vii); and (xiii) Debt of any Person existing at the time such Person is merged with or into Borrower or such Restricted Subsidiary, to the extent permitted as a merger under Section 5.6; (g5.2(d) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; and an Investment under Section 5.2(f), provided that (x) such Debt exists at the time such Person becomes a Subsidiary and is not created incurred in connection with or in contemplation of or such merger and (y) in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of assuming such Debt does not exceed the purchase price of such equipment; Borrower shall be in compliance (kon a Pro Forma Basis) [reserved]; (l) any Contingent Obligation permitted by with the financial covenants set forth in 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 $2,000,000 at any time outstanding5.4.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Restricted Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Borrower, (A) Debt in respect of Hedge Agreements incurred under in the Financing Documents; (b) Debt outstanding on the date ordinary course of this business and consistent with prudent business practice with an aggregate Agreement and set forth on Schedule 5.1Value not to exceed $400,000,000 at any time outstanding, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and provided that the aggregate principal amount Agreement Value of the Prepetition Senior Notes, Debt in each case, on the date respect of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, clause (ii) of the definition of Hedge Agreements shall not exceed $100,000,000 at any Guarantor time outstanding, (B) Subordinated Debt owed to a wholly owned Restricted Subsidiary of the Borrower, or which Debt (iiix) any Guarantor shall constitute Pledged Debt, (y) shall be on terms reasonably acceptable to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt and (z) shall be evidenced by promissory notes having terms reasonably in form and substance satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Administrative Agent, for Collateral Agent pursuant to the benefit terms of the Secured Parties, as security for the DIP Obligations;Security Agreement, (dC) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder 2000 Convertible Subordinated Notes, the Convertible Subordinated Notes and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder;Existing Notes, (eD) Debt of the Borrower or any 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 Liens permitted by 5.02(a)(iv) and Capitalized Leases not to exceed in the aggregate $75,000,000 at any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such time outstanding for all Debt that do not increase the outstanding principal amount thereof; under this clause (i)(D), (E) other Debt provided that the aggregate principal amount of such other Debt permitted by this clause (e) shall outstanding at any time does not exceed $1,000,000 at any time outstanding;25,000,000 and (fii) (A) in the case of any Restricted Subsidiary of the Borrower that is a Domestic Subsidiary, Subordinated Debt owed to the Borrower or to a Restricted Subsidiary that is a Domestic Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, if any, arising under Swap Contracts, (y) shall be on terms reasonably acceptable to the extent permitted Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations under Section 5.6; (g) [reserved]; (h) Debt the Loan Documents of the holder thereof and delivered to the Collateral Agent pursuant to the terms of the Security Agreement or alternatively shall be documented in any Person that becomes other way reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall have a Subsidiary after the Closing Date; provided that valid and perfected security interest in such Debt exists at provided, however, that notwithstanding the time foregoing, no promissory note shall be created to evidence any such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentDebt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.unless such

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, createCreate, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forfor the following Debt, unless otherwise prohibited by Section 8.18: (a) Debt incurred of the Obligors under this Agreement, the Financing Note and the other Facility Documents; (b) Debt outstanding on the date consisting of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementGuaranties permitted pursuant to Section 8.02; (c) Intercompany Debt arising from loans made incurred or assumed (including prior existing Debt of any acquired entity) in connection with any Acquisition permitted by (i) Section 8.11 or on terms and conditions approved by the Borrower to any GuarantorLender in writing, (ii) any Guarantor provided, that, such Debt has been subordinated to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request Obligations in favor of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms Lender in form and substance reasonably satisfactory acceptable to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsLender; (d) Guarantees Purchase Money Debt, excluding Debt incurred in connection with an Acquisition permitted under Section 8.11, not to exceed $5,000,000 (including Debt incurred in connection with Capital Expenditures and Capital Leases permitted by Section 8.04(b) in the aggregate) during any Fiscal Year; provided, that any such Purchase Money Debt (i) shall be secured only by the Borrower asset acquired in connection with the incurrence of such Purchase Money Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt (ii) shall constitute not less than 50% of the Borrower or any other Subsidiary permitted hereunderaggregate consideration paid with respect to such asset; (e) Existing Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed listed 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 $1,000,000 at any time outstandingSchedule 8.01(e); (f) Debt, if any, arising Debt under Swap Contracts, to Interest Rate Protection Agreements with the extent permitted under Section 5.6Interest Rate Protection Agreement Counterparty; (g) [reserved]Debt owed by any Obligor to any other Obligor; (h) Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guaranties or letters of credit, surety bonds or performance bonds securing the performance by the Borrower or any Person that becomes a Subsidiary after the Closing Date; provided that pursuant to such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or agreements, in connection with such Person becoming a SubsidiaryAcquisitions permitted by Section 8.11 or permitted dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (i) [reserved]Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (j) Debt incurred to finance the acquisition in respect of equipmentnetting services, provided that the amount of such Debt does not exceed the purchase price of such equipmentoverdraft protections and otherwise in connection with deposit accounts; (k) [reserved];extensions, renewals, refinancings or replacements of Debt permitted under this Section 8.01 to the extent such extensions, renewals, refinancings or replacements include terms and conditions not less favorable to the obligor thereof than the Debt being extended, renewed, refinanced or replaced; provided, such Debt permitted under the immediately preceding clause shall not exceed the principal amount of the Debt being renewed, extended, refinanced or replaced and such extension, renewal, refinancing or replacement of Debt shall be pledged to the Lender to the same extent as the Debt which is extended, renewed, refinanced or replaced; and (l) any Contingent Obligation permitted by Section 5.3; (m) other unsecured 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 to exceed $2,000,000 15,000,000 at any time outstanding.

Debt. The Borrower Parent will not, and will not permit any other Credit Party Subsidiary to, directly or indirectlyincur, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under to the Financing DocumentsAgent and the Banks pursuant to the Loan Documents and existing Debt described on Schedule 11.1; (b) Intercompany Debt outstanding on owed by any Subsidiary to the date Parent or any other Subsidiary; provided that (i) the obligations of this Agreement and set forth on Schedule 5.1, including, each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement Obligations from and the Prepetition Second Lien Credit Agreement and the aggregate principal amount after such time as any portion of the Prepetition Senior NotesObligations shall become due and payable (whether at stated maturity, by acceleration or otherwise), (ii) such Debt must be incurred in each casethe ordinary course of business and on terms customary for intercompany borrowings or must be made on such other terms and provisions as the Agent may reasonably require, and (iii) the Parent or its applicable Subsidiary shall have granted the Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the date of this Agreementpayment thereof; (c) Intercompany Debt arising from loans made by not to exceed Two Hundred Fifty Thousand Dollars (i$250,000) in the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent aggregate at any time, any such Debt shall be evidenced time outstanding secured by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationspurchase money Liens permitted by Section 11.2; (d) Guarantees Obligations to reimburse worker's compensation insurance companies for claims paid by such companies on the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt Parent's or one of the Borrower or any other Subsidiary permitted hereunderSubsidiaries' behalf in accordance with the policies issued to the Parent and the Subsidiaries; (e) Debt Guaranties incurred in the ordinary course of the Borrower or any Subsidiary incurred business with respect to finance the acquisitionsurety and appeal bonds, construction or improvement of any fixed or capital assets, including Capital Lease Obligations performance 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 thereofreturn-of-money bonds, and extensions, renewals and replacements of any such Debt that do other similar obligations not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 exceeding at any time outstandingoutstanding Two Hundred Fifty Thousand Dollars ($250,000) in aggregate liability; (f) DebtDebt arising in connection with any interest rate swap, if anycap, arising under Swap Contracts, collar or similar agreements entered into to the extent permitted under Section 5.6enable Borrower to fix or limit its actual interest expense; (g) [reserved];Debt arising under the terms of the Bond Documents; and (h) Debt Debts, other than the Debts specifically described in clauses (a) through (g) of any Person that becomes a Subsidiary after this Section 11.1, which in the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does aggregate do not exceed the purchase price of such equipment; Five Hundred Thousand Dollars (k$500,000) [reserved]; (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 $2,000,000 at any time outstanding.

Debt. The Borrower will not, and Each Loan Party will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred The Indebtedness arising under the Financing Loan Documents, including, subject to Section 2.07, any Incremental Term Loans, or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement[Reserved]; (c) Intercompany Debt arising from loans made by under Capital Leases for compressors or other oil field equipment (iexcluding drilling rigs but not work-over rigs) the Borrower in aggregate principal amount not to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request exceed 10% of the Administrative Agent Borrowing Base then in effect at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit time of the Secured Parties, as security for the DIP Obligationsincurrence of such Debt; (d) Guarantees by the Borrower of Intercompany Debt of between any Loan Party and any other Loan Party or between any Loan Party and any Subsidiary to the extent permitted hereunder and by Section 9.05(h); provided that any such Debt owed by any Subsidiary of Debt of Loan Party shall be subordinated to the Borrower or any other Subsidiary permitted hereunderIndebtedness on terms set forth in the Guaranty and Collateral Agreement; (e) Debt Endorsements of negotiable instruments for collection in the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement ordinary course 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 $1,000,000 at any time outstandingbusiness; (f) The Senior Notes and any other unsecured Debt (including but not limited to refinancings of the Senior Notes), provided that (i) any such other unsecured Debt must have a maturity date at least six months after November 1, 2019, and (ii) at the time of issuance or incurrence of such other unsecured Debt, if anythe aggregate consolidated principal amount of all Debt of the Borrower and its Subsidiaries then outstanding, arising whether secured or unsecured, that constitutes (A) Indebtedness under Swap Contractsthe Loan Documents, to (B) Debt allowed under this subsection (f), including such unsecured Debt, or (C) Debt allowed under the extent permitted under Section 5.6following subsection (i) does not exceed $900,000,000; (g) [reserved]Debt under Synthetic Leases for compressors or other oil field equipment (excluding drilling rigs but not work-over rigs) to the extent permitted by Section 9.07; (h) Other Debt of not to exceed $5,000,000 in the aggregate at any Person that becomes a Subsidiary after the Closing Dateone time outstanding; 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;and (i) [reserved]; (j) First Lien Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) and 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 collateralizedPermitted Refinancing thereof, in an aggregate principal amount not exceeding to exceed the First Lien Cap. Notwithstanding the foregoing, under no circumstances shall the Total Secured Debt of the Loan Parties exceed $2,000,000 at 500,000,000. It being understood and agreed that the limitation in this paragraph does not permit the incurrence of any time outstandingDebt other than that permitted by the foregoing clauses (a) through (i) of Section 9.02.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Loan Parties and MI, (A) (other than BWXT), Debt in respect of Hedge Agreements with Hedge Banks designed to hedge against fluctuations in foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $25,000,000 at any time outstanding, unless, with respect to any such excess amount, the Loan Parties (other than BWXT) shall have deposited with the Collateral Agent as cash collateral for the Obligations of the Loan Parties under the Loan Documents an amount equal to such excess amount within three Business Days following the date on which the aggregate Agreement Value exceeds the amount permitted pursuant to this sub-clause (A), (B) Debt incurred under the Financing Documents; owed to a Collateral Grantor or MII, which Debt (bx) shall constitute Pledged Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (cy) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms in form reasonably satisfactory to the Administrative Collateral Agent and the Lead Lenders, and the sole originally executed counterparts of which such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent, for Collateral Agent pursuant to the benefit terms of the Secured Parties, as security for the DIP Obligations;Security Agreement, (dC) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt consisting of the Borrower MII Loans or any other Subsidiary permitted hereunder;Debt described in clause (ii) below, (eD) Debt consisting of the Borrower or any Subsidiary incurred Obligations of BWXT to finance the acquisitionlenders to CH2M Hill Mound, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed Inc. 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 an aggregate amount for all 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 to exceed $1,000,000 3,000,000 at any time outstanding;, and (fE) Subordinated Debt owing to Persons other than MII and its Subsidiaries in an amount not to exceed in the aggregate $25,000,000 at any time outstanding. (ii) in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (C) Capitalized Leases entered into after the date hereof not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, if anyand any Debt extending the maturity of, arising under Swap Contractsor refunding or refinancing (including reasonable fees, to costs and expenses incurred in connection with such refunding or refinancing), in whole or in part, any Surviving Debt, provided that the extent permitted under Section 5.6; (g) [reserved]; (h) Debt terms of any Person such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that becomes 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 Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation result of or in connection with such Person becoming extension, refunding or refinancing, provided still further that the terms relating to principal amount, rate of interest, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a Subsidiary;whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced, (i) [reserved]; (j1) Debt consisting of intercompany Debt between or among any of the Loan Parties or any of their respective Subsidiaries so long as the Obligations of the debtors thereunder are subordinated to their Obligations, if any, under the Loan Documents and are incurred in the ordinary course of business consistent with past practices, and (2) Debt consisting of intercompany Debt owing by the Loan Parties or any of their respective Subsidiaries to finance the acquisition of equipmentany Insurance Subsidiary, provided that the amount of such Debt does not exceed is incurred in the purchase price ordinary course of such equipment;business consistent with past practices, (kF) [reserved];Debt consisting of Obligations to lenders to Construcciones Maritimas Mexicanas, S.A. de C.V., a Mexican corporation, and related unsecured guaranties by JRMSA or its Subsidiaries in the ordinary course of business consistent with past practices, (lG) any Contingent Obligation permitted by Section 5.3;Obligations under the Settlement Agreement, provided that such Obligations (other than interest payment Obligations) shall mature no earlier than on the third anniversary of the confirmation of a plan of reorganization in the Chapter 11 case of B&W, (mH) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting in respect of letters of credit and bank guarantiesHedge Agreements issued by parties that are not Lender Parties; provided that, to except as permitted under Section 5.02(a)(vi) or (x), such Debt shall be unsecured, and (I) Debt under Bilateral Obligations. (iii) Debt under the extent that such letters Asbestos Settlement Note. (iv) unsecured Debt of credit JRMSA, JRMHI and bank guaranties are fully cash collateralizedJRMI, in an aggregate principal amount for all such Debt not exceeding to exceed $2,000,000 at 5,000,000. (v) Notwithstanding any time outstandingother provision contained in this Section 5.02(b), MII will not permit MI and its Subsidiaries, collectively, to create, incur, assume or suffer to exist consolidated Debt in excess of $100 million in the aggregate (excluding (A) existing Debt of MI and its Subsidiaries as shown on the December 31, 2002 balance sheet of MII and its Consolidated Subsidiaries, (B) any Debt extending the maturity of, or refunding or refinancing (including reasonable fees, costs and expenses incurred in connection with such refunding or refinancing), in whole or in part, any Debt described in clause (A) of this clause (v), (C) the MII Loan made to BWXT, (D) the Asbestos Settlement Note and (E) undrawn letters of credit, but including Advances made to BWXT under the Facilities).

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 thereofLiens permitted by Section 11.2(d), and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount refinancings thereof; provided that such Debt shall not exceed the cost of the applicable property being leased or acquired and that the aggregate principal amount of all such Debt permitted by this clause (e) at any time outstanding shall not exceed $1,000,000 at 500,000; (c) Debt of the Company to any time outstandingdomestic 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 subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to Agent and the Required Lenders; (d) Subordinated Debt; (e) Hedging Obligations incurred in favor of any Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt, if any, Contingent Liabilities arising under Swap Contracts, with respect to the extent customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 5.611.5 and purchasers in connection with dispositions permitted under Section 11.5; (g) [reserved]other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; (h) Debt Accounts payable and trade debt arising in the ordinary course of any Person that becomes a Subsidiary after the Closing DateLoan Parties’ business; 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;and (i) [reserved]; (j) Debt incurred to finance Any non-recourse obligation of a Loan Party arising from a discounting transaction in the acquisition ordinary course of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingbusiness.

Debt. The Borrower will not, and will not permit any other Secured Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, or any contingent obligations which would be Debt hereunder if they were non-contingent, except for: (a) Debt incurred and Letter of Credit Liabilities under the Financing Documents; (b) Debt or such contingent obligations outstanding on the date of this Agreement and as set forth on Schedule 5.1, including, for in the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementInformation Certificate; (c) Intercompany Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases); (d) Debt of a Person existing at the time such Person is acquired or is merged with or into Borrower or a Restricted Subsidiary, provided that such Debt was in existence prior to the date of such acquisition or merger and was not incurred in anticipation thereof, and further provided that in the event of a merger of a Person with or into Borrower or a Restricted Subsidiary, such Debt is unsecured; (e) intercompany Debt arising from loans made by (i) a Credit Party to another Credit Party to fund working capital requirements of such Credit Party in the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantorordinary course of business; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead LendersAgent, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured PartiesAgent and Lenders, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6obligations of Borrower in respect of interest rate protection agreements of Borrower; (g) [reserved];unsecured Debt; and (h) Debt modifications, amendments, renewals, extensions, substitutions, replacements, and refinancings of any Person that becomes a Subsidiary after of the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingforegoing.

Debt. The Neither the Borrower nor any Subsidiary will not, and will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except for:(with respect to the Borrower and any Active Subsidiary): (a) Debt incurred under the Financing DocumentsNotes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations (provided, however, that nothing contained herein shall prohibit any Inactive Subsidiary from executing a guaranty of, or entering a suretyship arrangement for, the Notes or other Obligations); (b) Debt outstanding of the Borrower or a Subsidiary (other than Southern G) existing on the date of this Agreement Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementany renewals or extensions (but not increases) thereof; (c) Intercompany Debt arising from loans made by accounts payable (i) for the Borrower deferred purchase price of Property or services), amounts owed to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request operators of the Administrative Agent at any timeHydrocarbon Interests under applicable joint operating agreements or other extensions of credit from suppliers or contractors from time to time incurred in the ordinary course of business which, any such Debt 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 be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationshave been established therefor; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of purchase money Debt of the Borrower or any other Active Subsidiary permitted hereunderand Debt under capital leases (as required to be reported on the financial statements of the Borrower or any Active Subsidiary pursuant to GAAP) not to exceed $5,000,000.00 in the aggregate; (e) Debt of the Borrower associated with bonds or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed surety obligations required by Governmental Requirements in connection with the acquisition operation of any such assets or secured by a Lien on any such assets prior the Oil and Gas Properties, not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding10,000,000 in the aggregate; (f) DebtDebt of the Borrower and its Active Subsidiaries under Hedging Agreements, but only if any(i) such Hedging Agreement is not a speculative hedge and is otherwise permitted under Section 9.28; (ii) the provider of the Hedging Agreements is a Lender or an Affiliate of a Lender or an unsecured counterparty acceptable to the Agent; (g) Debt among the Borrower and its Active Subsidiaries, arising under Swap Contractsor among the Active Subsidiaries, in each case to the extent permitted under Section 5.6; (g) [reserved]9.03(g), in the form of intercompany advances not evidenced by notes or other instruments, in each case as long as such Active Subsidiary is a Guarantor under this Agreement; (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 SubsidiaryAccrued FAS 143 asset retirement obligations; (i) [reserved]Revenue suspense accounts with respect to the Borrower’s or any Active 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 $10,000,000.00; and (k) Debt incurred by the Borrower pursuant to finance the acquisition Second Lien Loan Agreement and any guarantees thereof by any of equipmentthe Guarantors; provided that, provided that unless otherwise consented to by all of the Lenders, (i) the aggregate principal amount of such Debt does shall not exceed the purchase price an amount equal to $150,000,000.00 less any prepayments of principal made with respect thereto (provided, however, that nothing contained herein shall be construed to permit any payment or prepayment of such equipment; Debt which is prohibited under Section 9.29 of this Agreement), (kii) [reserved]; the maturity date of any debt due thereunder shall be at least twelve months following the Revolving Credit Termination Date, (liii) any Contingent Obligation permitted by Section 5.3; (m) such Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, the holders thereof shall at all times be subject to the extent that Intercreditor Agreement, and (iv) such letters of credit and bank guaranties are fully cash collateralized, in an aggregate Debt shall not have any principal amount not exceeding $2,000,000 at any time outstandingamortization prior to the Revolving Credit Termination Date.

Debt. The Borrower will Borrowers shall not, and will not permit any other Credit Party towithout prior written consent of the Lenders, either directly or indirectly, create, incur, assume, guarantee incur or otherwise have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or remain directly otherwise, for any Debt or indirectly liable with respect toobligation of any other Person, any Debt, except forexcept: (a) Debt incurred the Obligations under this Agreement and the Financing other Related Documents; (b) obligations of the Borrowers for Taxes, assessments, municipal or other governmental charges; (c) Debt outstanding on owed to the Second Lien Holders as of the date of this Agreement and set forth on Schedule 5.1, including, for Debt pursuant to the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Bridge Notes, all of which Debt is listed in each caseSchedule 6.8 hereto; provided, on the date of this Agreement; (c) Intercompany Debt arising from loans made by that, (i) such Debt is junior to the Borrower to any Guarantor, Obligations and (ii) no principal payments may be made on such Debt by either Borrower during the term of the Loan without the Lenders prior written consent, and provided further that no such principal payments may be made out of the proceeds of (x) any Guarantor Debt permitted to be incurred pursuant to the Borrower, provisions of Section 7.2(e) hereof or (iiiy) any Guarantor to any other GuarantorPermitted Equity Offering for working capital purposes of Hemiwedge; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations;and (d) Guarantees by Debt incurred from third party lenders for working capital purposes of Hemiwedge not to exceed a total of Fifty Thousand Dollars ($50,000) during the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt term of the Borrower or any other Subsidiary permitted hereunder; (e) Loan, which Debt of the Borrower or any 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 may not be secured by a Lien on any such assets prior to of 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 Collateral. (e) shall not exceed $1,000,000 at any time outstanding; Debt (fincluding Capitalized Lease Obligations) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred solely to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (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, fixed or capital assets in an aggregate principal amount not exceeding to exceed, as to the Borrowers, taken together, Fifty Thousand Dollars ($2,000,000 50,000) at any time outstanding.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date Debt, including Acquired Debt, consisting of this Agreement Capitalized Leases and/or secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt and Capitalized Rentals at any time outstanding shall not exceed $10,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the BorrowerCompany or another domestic Wholly-Owned Subsidiary; provided that, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any timeAgent, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees Hedging Obligations approved by the Borrower Administrative Agent and incurred in favor of Debt of any Subsidiary permitted hereunder a Lender or an Affiliate thereof for bona fide hedging purposes and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundernot 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 in excess of the Borrower or any Subsidiary incurred amount set forth on such Schedule; (f) the Debt to finance be Repaid (so long as such Debt is repaid on the acquisition, construction or improvement Closing Date with the proceeds of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with the acquisition of any such assets or secured Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (h) Subordinated Debt; and (i) Other unsecured Debt, including Acquired Debt, in addition to that referred to elsewhere in this Section 11.1 incurred 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 thereofLoan Party; provided that the aggregate principal outstanding amount of all Debt permitted incurred by the Loan Parties pursuant to this clause (ei) shall not at any time exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to in the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingaggregate.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $500,000; (c) Intercompany Debt arising from loans made by (i) the of Borrower to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower, Borrower or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to Lender pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Guarantees 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; (e) Hedging Obligations for bona fide hedging purposes and not for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower of Debt in favor of any Subsidiary permitted hereunder and or by any Subsidiary in favor of Debt of either the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisitionSubsidiary, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of so long as any such assets or secured by a Lien on any guarantee is provided at the time such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6obligations are incurred; (g) [reserved];Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.4; and (h) Debt Contingent Obligations of any Person Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that becomes a Subsidiary after the Closing Date; provided that do not constitute Debt, in an aggregate amount not to exceed $250,000 for all 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 Subsidiaryguarantees; (i) [reserved];earn-out payments otherwise permitted under the terms of this Agreement and the External Credit Facility; and (j) Debt incurred to finance the acquisition of equipmentother Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $250,000.

Debt. The Borrower will not, and will Shall not create or permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, to exist any Debt, including any guaranties or other contingent obligations, except for:the following ("Permitted Debt"): (a) Debt incurred under the Financing DocumentsThe Obligations; (b) Debt outstanding on Endorsement of checks for collection in the date ordinary course of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementbusiness; (c) Intercompany Debt arising from loans made by (i) payable to suppliers and other trade creditors in the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request ordinary course of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having business on ordinary and customary trade terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationsis not past due; (d) Guarantees by the Borrower of Purchase money Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed not exceeding $500,000 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary outstanding for Borrowers and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt all Subsidiaries incurred to finance the acquisition of equipmentpurchase Equipment, provided that the amount of such Debt does shall not at any time exceed the purchase price of the Equipment purchased; (e) Unsecured Debt not exceeding $250,000 in principal amount outstanding at any time for Borrowers and all Subsidiaries (other than the ERC Intercompany Payable; (f) Debt existing on the Closing Date and not otherwise permitted under this Section 6.1, as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (but not the increase in the aggregate principal amount) thereof; (g) Any Debt incurred under any Swap Agreements with Bank (or with any of its Affiliates); (h) Debt of all Foreign Subsidiaries in an amount not to exceed $95,000,000 in the aggregate incurred solely in connection with the issuance of letters of credit on behalf of such equipmentForeign Subsidiaries, and any collateral pledged to secure such Debt shall not exceed an amount in excess of 35% of such Debt; (i) From the Closing Date through and including March 31, 2006, guarantees by ERC US of up to $5,000,000 (or its equivalent in other currencies) of the aggregate liability of all Foreign Subsidiaries or other trade letter of credit facilities permitted by 6.1(h) and (ii) at all times thereafter, guarantees by ERC US of up to $7,500,000 (or its equivalent in other currencies) of the aggregate liability of all Foreign Subsidiaries or other trade letter of credit facilities permitted by 6.1(h); (j) ERC Intercompany Payable in the aggregate principal amount of $43,000,000 during the fiscal year ending March 31, 2006 plus an additional $2,000,000 for each fiscal year thereafter. ERC US shall not (i) at any time reduce the outstanding principal amount of the ERC Intercompany Payable to an amount that is less than $43,000,000 during the fiscal year ended March 31, 2006 plus an additional $2,000,000 for each fiscal year thereafter, and (ii) make any payment with respect thereto at any time during which an Event of Default has occurred and is continuing. None of ER Hong Kong, ER BVI or ER Macao shall effect a transfer of the ER Intercompany Payable; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Unsecured Debt owing incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit in connection with Permitted Acquisitions and bank guaranties, payable to the extent corresponding sellers of the Acquired Company or Acquired Assets that such letters is expressly subordinated in right of credit payment and bank guaranties are fully cash collateralized, performance to the Obligations in an aggregate principal amount not exceeding $2,000,000 at any time outstandingaccordance with subordination agreements approved in writing by Bank in its reasonable discretion.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit ---- any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Borrower, (A) Debt incurred under the Financing Documents; (b) Debt outstanding on the date owed to a Material Domestic Subsidiary of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or which Debt (iiix) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such shall constitute Pledged Debt and (y) shall be evidenced by promissory notes having 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 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 required principal payments earlier than the Termination Date and 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 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 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 Borrower and its Subsidiaries outstanding on the 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 the aggregate principal amount of such obligations; (B) 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 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 Debt permitted under this Section 5.02(b)(iii)(H) and Section 5.02(b)(iii)(G) (including all such Debt 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); (I) 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 and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for provided the benefit of Borrower and its Subsidiaries make the Secured Parties, as security for the DIP Obligationsprepayment required pursuant to Section 2.06(b); (dK) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiary permitted hereunderSubsidiaries outstanding on the Closing Date and listed on Schedule 4.01(w) hereto; (eL) 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 a disposition permitted under Section 5.02(e)(xii); (P) Debt of the Borrower or any Subsidiary of the Borrower to the Borrower or any of its other Subsidiaries 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent Permitted Foreign Receivables Purchase Transaction permitted under Section 5.6;5.02(b)(iii)(F) in an amount not to exceed the proceeds thereof; and (gQ) [reserved]; other Debt (hwithout duplication) 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 Borrower and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (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 its Subsidiaries not exceeding $2,000,000 150,000,000 in the aggregate at any time outstandingtime.

Debt. The Borrower None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will not, and will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under the Financing DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior NotesBorrower disclosed in Schedule 9.01, in each case, on the date of this Agreementand any renewals or extensions (but not increases) thereof; (c) Intercompany Debt arising from loans made by accounts payable (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit deferred purchase price of Property or services) from time to time incurred in the Secured Partiesordinary course of business which, as security for if greater than 90 days past the DIP Obligationsinvoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Guarantees by the Borrower of Debt of any Subsidiary under leases permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderunder Section 9.08; (e) Debt of the Borrower associated with bonds or any Subsidiary incurred surety obligations pursuant to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed Governmental Requirements in connection with the acquisition operation of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, Obligor’s Oil and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstandingGas Properties; (f) Debt, if any, arising Debt of the Obligors under Swap Contracts, to the extent Hedging Agreements permitted under Section 5.69.02; (g) [reserved]Intercompany Debt; provided, that, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the possession of the Administrative Agent; (h) Debt of any Person that becomes a Subsidiary after the Closing DateBorrower to RAI arising under the Tax Matters Agreement and Transition Services Agreement; 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;and (i) [reserved]; Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (ja) Debt incurred through (h) above not to finance exceed $5,000,000 in the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingaggregate.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (a) Debt incurred of the Borrower under this Agreement or the Financing DocumentsNotes; (b) Existing Debt outstanding on the date of this Agreement and set forth on in the financial statements delivered to the Banks pursuant to Section 5.5, including Funded Debt described in Schedule 5.15.10 hereto, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrowerand its Subsidiaries, or (iii) any Guarantor to any other Guarantor; provided, however, that upon in the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory financial statements delivered to the Administrative Agent and the Lead LendersBanks pursuant to Section 5.5, including renewals, extensions or refinancings thereof, provided that the principal amount of such Debt does not increase; (c) Debt of the Borrower which is subordinated to the Borrower's obligations under this Agreement and the sole originally executed counterparts of which shall be pledged and delivered Notes in a manner satisfactory in all respects to the Administrative Agent, for Agent and the benefit of the Secured Parties, as security for the DIP ObligationsBanks in their sole and absolute discretion; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower to any Subsidiary or of any other Subsidiary permitted hereunderto the Borrower or another Subsidiary, provided, however, that the outstanding principal amount of any such Debt owing from any Subsidiary to the Borrower and/or another Subsidiary shall not exceed the aggregate of $7,500,000 (excluding management charges owed by any Subsidiary to the Borrower and excluding Debt incurred by any Subsidiary to the Borrower or another Subsidiary in connection with a Acceptable Acquisition) at any time, for each of the Subsidiaries or the Borrower; (e) Debt of the Borrower or any Subsidiary incurred owing to finance any of the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed Banks in connection with any obligations related to hedging foreign currencies or other financial arrangements for the acquisition purpose of assuring against credit losses, including any Interest Rate Protection Agreement described in Section 2.15 and any contingent obligations, arising from swaps or swap agreements, derivatives, currency exchanges or similar exchange agreements and similar risk hedging agreements or transactions entered into by the Borrower or any of the Subsidiaries with any of the Banks; (f) Debt of the Borrower or any such assets or Subsidiary secured by a Lien on any such assets prior to purchase money Liens permitted by Section 7.3; (g) Debt in respect of the acquisition thereof, and extensions, renewals and replacements undrawn portion of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal face amount of Debt permitted letters of credit issued for the account of the Borrower or any of its Subsidiaries by this clause (e) shall any Bank, in an aggregate amount not exceed exceeding $1,000,000 2,500,000 at any time outstanding; (fh) Debt, if any, arising under Swap Contracts, to Debt in the extent nature of guarantees which are permitted under by Section 5.67.2; (g) [reserved]; (hi) Debt of any Person that which becomes a Subsidiary after of the Closing DateBorrower in connection with an Acceptable Acquisition permitted by Section 7.11 or Debt which is acquired and assumed by the Borrower or any of its Subsidiaries in connection with an Acceptable Acquisition permitted by Section 7.11; provided that such Debt exists at was in existence and outstanding prior to and on the time date that such Person becomes became a Subsidiary or such Acceptable Acquisition was consummated, and is suc Debt was not created in contemplation of or in connection with such Person becoming a Subsidiary; Subsidiary or such Acceptable Acquisition being consummated, and any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; and provided, however, that the Debt permitted by this subclause (i) [reserved]shall not include Funded Debt, together with commitments for Funded Debt, in excess of $5,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) per Acceptable Acquisition or $10,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) in the aggregate at any time that, in either case, (A) is in the nature of a line of credit, term loan facility, or other revolving credit facility (whether advanced or unadvanced) or (B) is secured by any type of blanket Lien on receivables, equipment, inventory, intellectual property and/or general intangibles (unless otherwise permitted by Section 7.3(k)); (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[intentionally omitted]; (k) [reserved];Debt of the Borrower secured by Liens pursuant to Sections 7.3 (b) - (g) and (l); and (l) any Contingent Obligation permitted by Section 5.3; (m) other Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters not in excess of credit and bank guaranties, to $5,000,000 in the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingone time.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Credit Party of its Restricted Subsidiaries to, directly or indirectly, create, assume, incur, assumesuffer to exist, guarantee or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect toof, any Debt other than the following (collectively, the “Permitted Debt, except for:”): (a) Debt incurred under (i) the Financing DocumentsObligations, and (ii) the Banking Services Obligations subject to the limits in Section 6.1(j) below; (b) Debt outstanding existing on the date of this Agreement hereof and set forth on in Schedule 5.16.1 and extensions, includingrefinancings, for refundings, replacements and renewals of any such Debt subject to the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date last sentence of this AgreementSection 6.1; (c) Intercompany intercompany Debt arising from loans made incurred by any Domestic Restricted Subsidiary and owing to (i) the Borrower to any Guarantor, or (ii) any Guarantor Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to the Borrowerwhom such Debt is owed is not a Guarantor, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any then such Debt shall be evidenced by promissory notes having terms reasonably satisfactory subordinated to the Administrative Agent and Obligations pursuant to terms substantially the Lead Lenders, and same as the sole originally executed counterparts of which shall be pledged and delivered subordination terms applicable to the Administrative Agent, for Guarantors pursuant to the benefit of the Secured Parties, as security for the DIP ObligationsGuaranty; (d) Guarantees by the Borrower of (i) intercompany Debt of any Subsidiary permitted hereunder and incurred by any First Tier Foreign Restricted Subsidiary of Debt of and owing to the Borrower or to any other Subsidiary permitted hereunderWholly-Owned Domestic Restricted Subsidiary; provided that, (A) such Debt is evidenced by a note and (B) 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 of the Borrower or incurred by any Subsidiary incurred Credit Party for general corporate purposes and owing to finance the acquisitionany Foreign Restricted Subsidiary; provided that, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any (i) such Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior shall be subordinated to the acquisition thereof, Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty and extensions, renewals and replacements of any such Debt that do not increase (ii) the aggregate outstanding principal amount thereof; provided that the aggregate principal amount of such Debt permitted by under this clause (e) shall not exceed $1,000,000 10,000,000 at any time outstandingtime; (f) Debtpurchase money debt or Capital Leases (including extensions, if anyrefinancings, arising under Swap Contractsrefundings, replacements and renewals of thereof subject to the extent permitted under last sentence of this Section 5.66.1) in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (g) [reserved]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 Person Foreign Restricted Entity in the United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that becomes is not a Subsidiary 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 Closing 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 Person becomes a Subsidiary 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 Person becoming a Subsidiary; Permitted Acquisition, (iii) [reserved]; that such Debt is not recourse to any Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (jiii) Debt incurred to finance the acquisition of equipment, provided that the aggregate principal amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) at any Contingent Obligation permitted by Section 5.3; time outstanding pursuant to this clause (m) Debt incurred pursuant to an Excluded Property Leasebackshall 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 under Bondsonly 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 constituting letters not otherwise permitted under the preceding provisions of credit this Section 6.1 (including extensions, refinancings, refundings, replacements and bank guaranties, renewals of thereof subject to the extent 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 letters of credit and bank guaranties are fully cash collateralized, refinancing Debt is in an aggregate principal amount not exceeding $2,000,000 at greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any time outstandingpremiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinanced; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (k) above.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Credit Party of its Restricted Subsidiaries to, directly or indirectly, create, assume, incur, assumesuffer to exist, guarantee or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect toof, any Debt other than the following (collectively, the “Permitted Debt, except for:”): (a) Debt incurred under (i) the Financing DocumentsObligations, and (ii) the Banking Services Obligations subject to the limits in Section 6.1(j) below; (b) Debt outstanding existing on the date of this Agreement hereof and set forth on in Schedule 5.16.1 and extensions, includingrefinancings, for refundings, replacements and renewals of any such Debt subject to the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date last sentence of this AgreementSection 6.1; (c) Intercompany intercompany Debt arising from loans made incurred by any Domestic Restricted Subsidiary and owing to (i) the Borrower to any Guarantor, or (ii) any Guarantor Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to the Borrowerwhom such Debt is owed is not a Guarantor, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any then such Debt shall be evidenced by promissory notes having terms reasonably satisfactory subordinated to the Administrative Agent and Obligations pursuant to terms substantially the Lead Lenders, and same as the sole originally executed counterparts of which shall be pledged and delivered subordination terms applicable to the Administrative Agent, for Guarantors pursuant to the benefit of the Secured Parties, as security for the DIP ObligationsGuaranty; (d) Guarantees by the Borrower of (i) intercompany Debt of any Subsidiary permitted hereunder and incurred by any First Tier Foreign Restricted Subsidiary of Debt of and owing to the Borrower or to any other Subsidiary permitted hereunderWholly-Owned Domestic Restricted Subsidiary; provided that, (A) such Debt is evidenced by a note and (B) 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 of the Borrower or incurred by any Subsidiary incurred Credit Party for general corporate purposes and owing to finance the acquisitionany Foreign Restricted Subsidiary; provided that, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any (i) such Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior shall be subordinated to the acquisition thereof, Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty and extensions, renewals and replacements of any such Debt that do not increase (ii) the aggregate outstanding principal amount thereof; provided that the aggregate principal amount of such Debt permitted by under this clause (e) shall not exceed $1,000,000 10,000,000 at any time outstandingtime; (f) Debtpurchase money debt or Capital Leases (including extensions, if anyrefinancings, arising under Swap Contractsrefundings, replacements and renewals of thereof subject to the extent permitted under last sentence of this Section 5.66.1) in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (g) [reserved]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 Person Foreign Restricted Entity in the United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that becomes is not a Subsidiary 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 Closing 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 Person becomes a Subsidiary 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 Person becoming a Subsidiary; Permitted Acquisition, (iii) [reserved]; that such Debt is not recourse to any Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (jiii) Debt incurred to finance the acquisition of equipment, provided that the aggregate principal amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) at any Contingent Obligation permitted by Section 5.3; time outstanding pursuant to this clause (m) Debt incurred pursuant to an Excluded Property Leasebackshall 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 under Bondsonly 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 constituting letters not otherwise permitted under the preceding provisions of credit this Section 6.1 (including extensions, refinancings, refundings, replacements and bank guaranties, renewals of thereof subject to the extent 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 letters of credit and bank guaranties are fully cash collateralized, refinancing Debt is in an aggregate principal amount not exceeding $2,000,000 at greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any time outstandingpremiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (k) above.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $2,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower, Company or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderEarn-Out Obligations; (e) Debt Hedging Obligations approved by Administrative Agent and incurred in favor of the Borrower LaSalle or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations an Affiliate thereof for bona fide hedging purposes 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 $1,000,000 at any time outstandingfor speculation; (f) DebtDebt described on Schedule 11.1 and any extension, if any, arising under Swap Contracts, to renewal or refinancing thereof so long as the extent permitted under Section 5.6principal amount thereof is not increased; (g) [reserved]the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) 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 Contingent Liabilities arising with respect to customary indemnification obligations in contemplation of or favor purchasers in connection with such Person becoming a Subsidiarydispositions permitted under Section 11.5; (i) [reserved];Parent Revolving Debt in an aggregate outstanding amount not at any time exceeding $30,000,000; and (j) Debt incurred to finance the acquisition of equipmentother unsecured subordinated Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $10,000,000.

Debt. The Each of the Parent and the Borrower will not, and will not permit any other Credit Party of their respective subsidiaries to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred under the Financing DocumentsObligations and any guaranty of or suretyship arrangement in respect thereof; (b) Debt outstanding on arising under Capital Leases and Debt incurred in connection with purchase money indebtedness (i) existing as of the date of this Agreement Effective Date and set forth reflected on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement 9.02(b) and the Prepetition Second Lien Credit Agreement and (ii) otherwise not to exceed $10,000,000 in the aggregate principal amount of the Prepetition Senior Notesat any one time outstanding; (c) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, in each case, on incurred in the date ordinary course of this Agreement; (c) Intercompany Debt arising from loans made by (i) business in connection with the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request operation of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent Oil and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsGas Properties; (d) Guarantees 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 Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderParent); (e) Debt endorsements of negotiable instruments for collection in the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement ordinary course 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 $1,000,000 at any time outstandingbusiness; (f) DebtDebt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, if anyother than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt 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 Swap Contractsthe Loan Documents; provided that, to the extent permitted under Section 5.6;outstanding amount of such deferred premium payments shall not exceed $10,000,000; (g) [reserved]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; (h) Debt of the Parent, the Borrower or any Person other Loan Party incurred in respect of the Term Loan B Facility, subject to the terms of the Collateral Agency Agreement, up to an aggregate principal amount not to exceed $285,000,000 plus any increase thereto as a result of any interest owing their under being capitalized and added to the principal amount of such Debt for a maximum of two quarters’ worth of interest so capitalized at any time, and any Debt that becomes a Subsidiary after refinances, refunds, replaces or Redeems the Closing DateTerm Loan B Facility in its entirety (such refinancing, refunding, replacement or Redeeming Debt and any such subsequent refinancing, refunding, replacement or Redeeming Debt in respect thereof, the “Refinancing Debt”) and, in each case, any subsequent Refinancing Debt; 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;that: (i) [reserved]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 any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default); (jii) such Debt incurred shall not mature earlier than 180 days after the Maturity Date; (iii) such Debt (and the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to finance the acquisition Loan Parties than the financial covenants in the Term Loan B Facility, and (B) not contain covenants and events of equipmentdefault that are, provided taken as a whole, more restrictive or onerous with respect to the Loan Parties than those contained in the Term Loan B Facility on the Effective Date; (iv) the documentation governing such Debt shall not contain any restriction on the ability of the Borrower or any Loan Party to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents other than provisions that are no more onerous than those set forth in the Term Loan B Facility or the Collateral Agency Agreement, in each case on the Effective Date; (v) after giving effect to the incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist; (vi) after giving effect to the incurrence of such Debt, the Borrower is in pro forma compliance with the covenants set forth in Section 9.01; (vii) the principal amount of such Debt does not exceed the purchase price principal amount of the Debt being refinanced, refunded, replaced or otherwise Redeemed except by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such equipmentrefinancing or replacement; (kviii) [reserved]the average life to maturity of such Refinancing Debt is greater than or equal to that of the Debt being refinanced; (lix) any Contingent Obligation permitted by Section 5.3no Refinancing Debt shall have different obligors, or greater guarantees or security, than the Debt being refinanced; (mx) such Debt incurred pursuant does not prohibit the prior repayment of the Loans; and (xi) the Refinancing Debt may be secured by the Collateral, subject to an Excluded Property Leasebackthe terms of the Collateral Agency Agreement; (ni) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, up to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding to exceed $2,000,000 25,000,000 at any time outstandingone time; provided that the debt permitted under this Section 9.02(i) may only be incurred after the occurrence of the Zero Exposure Effective Date; and (j) Debt not otherwise permitted by the foregoing clauses of this Section 9.02 up to an aggregate principal amount not to exceed $10,000,000 at any one time.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $1,250,000; (c) Intercompany Debt arising from loans made by (i) the of Borrower to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Canadian Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary or Canadian Subsidiary to the Borrower, Borrower or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to Lender pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Guarantees 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; (e) Hedging Obligations for bona fide hedging purposes and not for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower of Debt in favor of any Subsidiary permitted hereunder and or by any Subsidiary in favor of Debt of either the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisitionSubsidiary, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of so long as any such assets or secured by a Lien on any guarantee is provided at the time such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6obligations are incurred; (g) [reserved];Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.4; and (h) Debt Contingent Obligations of any Person Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that becomes a Subsidiary after the Closing Date; provided that do not constitute Debt, in an aggregate amount not to exceed $625,000 for all 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 Subsidiaryguarantees; (i) [reserved]Indebtedness in respect of the Forest Capital Lease; (j) Debt incurred to finance earn-out payments otherwise permitted under the acquisition terms of equipment, provided that this Agreement and the amount of such Debt does not exceed the purchase price of such equipment;External Credit Facility; and (k) [reserved]; (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 guarantiesother Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $750,000.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) Debt incurred under in the Financing Documents; (b) Debt outstanding on case of the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubtBorrowers, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount owed to a wholly owned Subsidiary of the Prepetition Senior Notessuch Borrower, in each case, on the date of this Agreement; which Debt (cx) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantorshall constitute Pledged Debt, (iiy) any Guarantor shall be on subordinated terms acceptable to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt and (z) shall be evidenced by promissory notes having terms reasonably in form and substance satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent, for Collateral Agent pursuant to the benefit terms of the Secured PartiesSecurity Agreement, and (ii) in the case of any Subsidiary of the Borrowers, Debt owed to a Borrower or to a wholly owned Subsidiary of a Borrower, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the DIP ObligationsObligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of any Loan Party and its Subsidiaries: (A) Debt in respect of either Secured Hedge Agreements or unsecured Hedge Agreements designed to hedge against fluctuations in interest rates and foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice (as determined by Ceradyne in its reasonable business judgment); (dB) Guarantees by Debt under the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderLoan Documents; (eC) so long as no Default has occurred or is continuing, Debt of the Borrower or any 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 Liens permitted by Section 5.02(a)(iv) not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that exceed in the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 10,000,000 at any time outstanding; (fD) Debt, if any, arising under Swap Contracts, Capitalized Leases not to exceed in the extent permitted under Section 5.6aggregate $15,000,000 at any time outstanding; (gE) [reserved]; (h) so long as no Default has occurred or is continuing, Debt of any Person that becomes a Subsidiary of a Loan Party after the Closing Date; provided that such date hereof in accordance with the terms of Section 5.02(f) which Debt exists does not exceed $5,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary and is not created of such Loan Party (other than Debt incurred solely in contemplation of or in connection with such Person becoming a SubsidiarySubsidiary of such Loan Party); (iF) [reserved]performance guarantees in respect of obligations of any Loan Party; (jG) Unsecured Debt incurred to finance consisting of the acquisition deferred purchase price of equipmentacquisitions permitted hereunder (including any portion of such purchase price determined after the closing of the relevant acquisition), provided that the amount all of such Debt does shall not exceed $10,000,000 in the purchase price of such equipmentaggregate; (kH) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) so long as no Default has occurred and is continuing, other secured 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, Loan Parties in an aggregate principal amount not exceeding to exceed $2,000,000 3,000,000; (I) Subordinated Debt; provided that in the case of each issuance of Subordinated Debt, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Debt, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower will be in compliance with the financial covenants specified in Section 5.04 of this Agreement on a pro forma basis through the Termination Date for the Term Facility after giving effect to the issuance of any such Subordinated Debt, and (iii) the Borrower shall have complied with the requirements of Section 2.06(b)(ii); (J) Debt consisting of Capitalized Leases entered into pursuant to Permitted Sale and Lease-back Arrangements; and (K) so long as no Default has occurred and is continuing, other unsecured Debt in an aggregate amount not to exceed $10,000,000; provided, that, notwithstanding the foregoing, the aggregate amount of all Debt of Subsidiaries of the Loan Parties that are not Guarantors hereunder shall at any no time outstandingexceed $5,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Party Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Nonrecourse Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.02(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Nonrecourse Debt at any time outstanding shall not exceed $100,000,000125,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower to any Guarantordomestic Restricted Subsidiary or Debt of any domestic Restricted Subsidiary of which the Borrower owns, (ii) any Guarantor directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower, Borrower or (iii) any Guarantor to any other Guarantoranother domestic Restricted Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note 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 and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by Subordinated Debt provided, that immediately before and immediately after the Borrower 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 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 Section 7.05; (h) Except as provided in Section 7.01(i) below, up to $75,000,000100,000,000 of Acquired Debt assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary permitted hereunder and by is without any Subsidiary of Debt of recourse to the Borrower or any other Subsidiary permitted hereunder(including any other Guarantor); (ei) 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 unsecured, and (ii) such Acquired Debt is without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or any a Subsidiary incurred pursuant to finance the acquisitionPermitted Receivables Transactions; provided, 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 unpaid principal or equivalent amount of Debt permitted by this clause (e) thereunder shall not exceed an aggregate amount of $1,000,000 150,000,000175,000,000 at any time outstanding; (fk) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) secured Debt of any Person that becomes a Subsidiary after existing on the Closing Date; provided that such Date evidenced by the Wood D▇▇▇ Mortgage Documents and the Debt exists at evidenced by the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reservedAvborne IRB Documents[reserved]; (l) other secured Debt secured by any Contingent Obligation Lien permitted by under clauses (k) or (l) of Section 5.37.02; (m) Debt incurred of the Borrower consisting of the 7 ¼% Senior Notes due 2022, and Debt of any Restricted Subsidiary to Guarantee such Notes, provided that if such Notes are not called for redemption within 180 days after the Closing Date, such Restricted Subsidiary shall guarantee the Borrower’s Obligations under this Agreement pursuant to an Excluded Property Leasebacka Guaranty substantially identical to the Guaranty;[reserved]; (n) other secured or unsecured Debt incurred under Bondsof the Borrower or any of its Restricted Subsidiaries in an aggregate unpaid principal amount not to exceed $30,000,00050,000,000 at any time outstanding; (o) other unsecured Debt constituting letters incurred by the Borrower provided, that, immediately before and immediately after the incurrence of credit and bank guarantiessuch Debt, no Event of Default or Default exists; and (p) other unsecured Debt incurred by any Restricted Subsidiary to Guarantee Debt incurred by the Borrower as permitted by Section 7.01(o) provided that such Subsidiary also contemporaneously Guarantees the Borrower’s Obligations under this Agreement pursuant to a Guaranty substantially identical to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingGuaranty.

Debt. The After the date hereof, the Borrower will notnot incur or suffer to exist, and will not permit any of its Subsidiaries to incur or suffer to exist, any Debt other Credit Party tothan: Debt under this Agreement or any other Financing Document; Debt existing on December 31, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable 2001 and listed on Schedule 5.08 hereto with respect to, any Debt, except for: (a) Debt incurred under to the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, “Manulife” mortgage financing for the avoidance corporate headquarters of doubtthe Borrower and any refinancing, extension, renewal or refunding thereof, provided that any refinancing, extension, renewal or refunding of any such Debt outstanding under shall not increase the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of such Debt; Debt owing to Joint Ventures in which the Prepetition Senior Notes, in each case, on the date Borrower or one of this Agreement; (c) Intercompany its Subsidiaries is participating; Debt arising from loans made owed by (i) the Borrower to any Guarantora Subsidiary, (ii) any Guarantor or by a Subsidiary to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be and evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be an intercompany note pledged and delivered to the Administrative Agent, for Agent under the benefit of Subsidiary Pledge Agreement or the Secured PartiesBorrower Pledge Agreement, as security for the DIP Obligations; (d) Guarantees case may be; Debt incurred or assumed by the Borrower or one of Debt its Subsidiaries for the purpose of financing all or any Subsidiary permitted hereunder and by part of the cost of acquiring any Subsidiary of Debt equipment of the Borrower or any other Subsidiary permitted hereunder; one of its Subsidiaries (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisitionincluding through capital leases), 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 outstanding principal amount of all such Debt permitted incurred or assumed by this clause (e) the Borrower and its Consolidated Subsidiaries shall not exceed $1,000,000 2,500,000 in the aggregate outstanding at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Datetime; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that Borrower’s and its Subsidiaries’ insurance premiums not to exceed $3,000,000 in the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (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 $2,000,000 outstanding at any time outstandingtime.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $3,500,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the BorrowerCompany or another domestic Wholly-Owned Subsidiary; provided that, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the reasonable request of the Administrative Agent at any timeAgent, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt principal amount thereof is not increased in excess of the Borrower or any other Subsidiary 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; (eg) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Borrower Company or any 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 its domestic Subsidiaries permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]11.1; (h) Guaranties by the Company and/or its Subsidiaries in respect of Debt of any Person that becomes a Subsidiary after the Closing Date; provided that Joint Ventures, if such Joint Ventures are permitted under this Agreement, up to an aggregate amount of $3,000,000 for all such Debt exists at being guarantied by the time such Person becomes a Subsidiary Company and is not created in contemplation of or in connection with such Person becoming a Subsidiaryits Subsidiaries; (i) [reserved]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 incurred owing to finance any trust created under a supplemental executive retirement program of the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipmentCompany; (k) [reserved];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 incurrence thereof, to a Subordination Agreement; and (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, the Company owing to the extent that such letters of credit and bank guaranties are fully cash collateralized, Canadian Entities up to $7,500,000 in an aggregate principal amount not exceeding $2,000,000 at any time outstandingthe aggregate.

Debt. The Borrower None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and none of the Partnerships will not, and will not permit any other Credit Party to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under the Financing DocumentsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior NotesBorrower disclosed in Schedule 9.01, in each case, on the date of this Agreementand any renewals or extensions (but not increases) thereof; (c) Intercompany Debt arising from loans made by accounts payable (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit deferred purchase price of Property or services) from time to time incurred in the Secured Partiesordinary course of business which, as security for if greater than 90 days past the DIP Obligationsinvoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Guarantees by the Borrower of Debt of any Subsidiary under leases permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderunder Section 9.08; (e) Debt of the Borrower associated with bonds or any Subsidiary incurred surety obligations pursuant to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed Governmental Requirements in connection with the acquisition operation of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, Obligor’s Oil and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstandingGas Properties; (f) Debt, if any, arising Debt of the Obligors under Swap Contracts, to the extent Hedging Agreements permitted under Section 5.69.02; (g) [reserved]Debt to AAI not to exceed $15,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, that, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of any Person that becomes a Subsidiary after $250,000 shall be evidenced by an Intercompany Note pledged to secure the Closing DateObligations and in the possession of the Administrative Agent; 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;and (i) [reserved]; Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (ja) Debt incurred through (g) above not to finance exceed $5,000,000 in the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingaggregate.

Debt. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Credit Party of its Subsidiaries to, directly or indirectly, create, assume, incur, assumesuffer to exist, guarantee or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect toof, any Debt other than the following (collectively, the “Permitted Debt, except for:”): (a) Debt incurred under the Financing DocumentsObligations; (b) intercompany Debt outstanding on owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the date form of this Agreement accounts payable to trade creditors for goods or services and set forth on Schedule 5.1, including, current operating liabilities (other than for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notesborrowed money) which, in each case, on is incurred in the date ordinary course of this Agreementbusiness, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP regardless of whether such reserves are required thereunder; (cd) Intercompany purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from loans made by the endorsement of instruments for collection in the ordinary course of business; (g) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (h) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in excess of the Borrower amount of the unpaid cost of, and shall be incurred only to any Guarantordefer the cost of, such insurance for the underlying term of such insurance policy, (ii) any Guarantor to unpaid amount of such Debt is fully cancelled upon termination of the Borrowerunderlying insurance policy, or and (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 at any time outstanding pursuant to this clause (eh) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date1,000,000; 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;and (i) [reserved]unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3; (j) Debt incurred to finance the acquisition guarantees of equipment, primary obligations of any other Person; provided that the amount of such Debt does not exceed the purchase price of such equipment;primary obligations so guaranteed are permitted by this Agreement; and (k) [reserved]; (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 in respect of credit performance bonds, bid bonds, appeal bonds, surety bonds and bank guarantiessimilar obligations, to in each case provided in the extent that such letters ordinary course of credit and bank guaranties are fully cash collateralized, business obligations in an aggregate principal amount not exceeding to exceed $2,000,000 at any time outstanding100,000.

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectlyContract, create, incur, assumeassume or suffer to exist any Debt, guarantee or otherwise become permit any of its Material Subsidiaries to contract, create, incur, assume or remain directly or indirectly liable with respect to, suffer to exist any Debt, except for: for (ai) Debt incurred under the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantorother Loan Documents, (ii) any Guarantor Debt incurred prior to the BorrowerPetition Date (including any capital lease obligations assumed after the Petition Date), or (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder, (iv) Debt in respect of any Guarantor overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) Debt consisting of guaranties permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to any third parties in an aggregate outstanding principal amount (together with the aggregate outstanding principal amount of all other Guarantor; provided, however, that upon the request Debt of the Administrative Agent Foreign Subsidiaries permitted under this subsection (b)) not in excess of $400,000,000 at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent time outstanding and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt Canadian Subsidiaries of the Borrower or any other Subsidiary permitted hereunder; under the Canadian Revolving Facility, (evii) Debt constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $75,000,000, (viii)(x) Debt in respect of Hedge Agreements entered into in the Borrower or any Subsidiary incurred ordinary course of business to finance protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (y) Debt arising on and after the acquisitionPetition Date under the Credit Card Program, 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 in respect of (A) Secured Hedge Agreements and Secured Credit Card Obligations shall not exceed $50,000,000 at any time outstanding and (B) Hedge Agreements subject to Liens permitted by this clause (eunder Section 5.02(a)(vi) shall not exceed $1,000,000 75,000,000 at any time outstanding; , (fix) Debtindebtedness which may be deemed to exist pursuant to any surety bonds, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of appeal bonds or similar obligations incurred in connection with such Person becoming a Subsidiary; any judgment not constituting an Event of Default, (ix) [reserved]; indebtedness in respect of netting services, customary overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business, (jxi) payables owing to suppliers in connection with the Tooling Program, and (xii) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation otherwise 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, hereunder in an aggregate outstanding principal amount not exceeding of $2,000,000 at any time outstanding20,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assumeguaranty, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $3,000,000.00; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) Domestic Subsidiary or Debt of any Guarantor Domestic Subsidiary to the Borrower, Company or (iii) any Guarantor to any other Guarantoranother Domestic Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderSubordinated Debt; (e) Debt Hedging Obligations approved by Administrative Agent and incurred in favor of the Borrower a Lender or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations an Affiliate thereof for bona fide hedging purposes 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 $1,000,000 at any time outstandingfor speculation; (f) DebtDebt described on Schedule 11.1 and any extension, if any, arising under Swap Contracts, to renewal or refinancing thereof so long as the extent permitted under Section 5.6principal amount thereof is not increased nor the amortization thereof is not decreased; (g) [reserved]Unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Debt in respect of any Person that becomes a Subsidiary after Taxes, assessments, governmental charges or levies and claims for labor, materials, and supplies to the Closing Date; provided that such Debt exists extent payment thereof shall not at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;be required by Section 10.4. (i) [reserved];Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (j) Debt incurred to finance the acquisition of equipmentother unsecured subordinated Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $3,000,000.00.

Debt. The Borrower will not, and will not permit Permit any of its Subsidiaries to create or suffer to exist any Debt other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except forthan: (ai) Debt incurred under owed to the Financing Documents;Borrower or to a wholly owned Subsidiary of the Borrower, (bii) Debt outstanding of the Borrower's Subsidiaries existing on the date Effective Date and described on Schedule 5.02(b) (the "Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and set forth on Schedule 5.1, including, for provided further that the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of such Existing Debt shall not be increased above the Prepetition Senior Notesprincipal amount thereof (plus any undrawn lending commitments in respect 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 each caseconnection with such extension, on the date of this Agreement;refunding or refinancing, (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor Debt of the Borrower's Subsidiaries secured by 49 Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) subject to any other Guarantor; provided, however, that upon the request limitations set forth in such Section, (iv) unsecured Debt of the Administrative Agent Borrower's Subsidiaries aggregating, on a Consolidated basis, at any timeone time outstanding, not more than $150,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations;is issued or incurred), (dv) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and owed by any Subsidiary of Debt of the Borrower to the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.Borrower,

Debt. The Borrower will notNot, and will not permit any other Credit Related Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) purchase money Debt secured by Liens permitted by Section 11.2(d) which Debt was incurred to finance the purchase, construction or improvement of fixed assets (including equipment), and amendments, restatements, supplements, refundings, renewals, refinancings, replacements or extensions thereof on terms and conditions no less favorable, in the aggregate, to the Related Parties, as applicable, than such existing Debt and in a principal amount not in excess of that outstanding on as of the date of this Agreement and set forth on Schedule 5.1such amendment, includingrestatement, supplement, refunding, renewal, refinancing, replacement or extension; provided that (i) the total of all such Debt for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the all such Persons shall not exceed an aggregate principal amount of $7,500,000 at any one time outstanding (in addition to any such Debt referred to in subsection (f) below); (ii) no such Debt when incurred shall exceed the Prepetition Senior Notes, purchase price or cost of construction or improvement of the assets(s) financed; and (iii) no such Debt shall be refinanced for a principal amount in each case, on excess of the date principal balance outstanding thereon at the time of this Agreementsuch refinancing; (c) Intercompany Debt arising from loans made by of the Company to any Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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 Agent and (ii) the recipient of any such Debt has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its personal property, in each case in accordance with Section 10.10; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderSubordinated Debt; (e) Debt of the Borrower or any Subsidiary Hedging Obligations incurred upon ten (10) days prior written notice to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Agent for bona fide hedging purposes 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 $1,000,000 at any time outstandingfor speculation; (f) Debt existing as of the Closing Date and set forth on Schedule 11.1 (other than Debt to be Repaid and Subordinated Debt), if anyand amendments, arising under Swap Contractsrestatements, supplements, refundings, renewals, refinancing, replacements or extensions thereof on terms and conditions no less favorable, in the aggregate, to the extent permitted under Section 5.6Related Parties than such existing Debt and in a principal amount not in excess of that outstanding as of the date of such amendment, restatement, supplement, refunding, renewal, refinancing, replacement or extension; (g) [reserved];the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); and (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 other unsecured Debt, in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $5,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Note Party or Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Obligations under this Agreement and the other Investment Documents, and Debt incurred under evidenced by the Financing DocumentsShareholder Notes; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $600,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Companies to any Guarantor, (ii) Wholly-Owned Domestic Subsidiary or Debt of any Guarantor Wholly-Owned Domestic Subsidiary to the Borrower, Companies or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request another Wholly-Owned Domestic Subsidiary of the Administrative Agent at any timeCompanies; provided that, any if requested by Agent, such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to Agent pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder Hedging Obligations for bona fide hedging purposes (and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereundernot for speculation); (e) Debt described on Schedule 7.1 as of the Borrower or any Subsidiary incurred to finance the acquisitionClosing Date, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed 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 Section 7.5; (h) (i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the acquisition time of any a Permitted Acquisition of such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any Target) so long as such Debt that do was not increase the outstanding principal amount thereofincurred in contemplation of such Permitted Acquisition; provided provided, that the aggregate principal outstanding amount of all Debt permitted by this clause (eSection 7.1(h)(i) shall not exceed $1,000,000 750,000 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 consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing 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, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other obligations are permitted under clause (l) below, or (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; (fm) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) unsecured Debt of Holdings owing to former employees, officers, or directors (or any Person spouses, former spouses, or estates of any of the foregoing) of Holdings, the Companies and their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that becomes a Subsidiary after have been issued to such Persons upon the Closing Date; provided that such Debt exists death or separation from employment thereof, so long as (i) no Event of Default has occurred and is continuing at the time such Person becomes a Subsidiary and is not created in contemplation of issuance or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance would result from the acquisition of equipment, provided that the amount incurrence of such Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback$600,000; (n) Debt unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred under Bondsin the ordinary course of business; (o) [Reserved]; (p) [Reserved]; (q) Debt constituting letters 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 credit customary indemnification obligations and bank guarantiescustomary 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 that such letters of credit and bank guaranties are fully cash collateralizednot 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 principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $1,000,000.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Restricted Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) Debt incurred under the Financing DocumentsLoan Documents and Existing Debt; (bii) intercompany Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower owed to any Guarantora Restricted Subsidiary; provided that, (iix) any Guarantor in the case of such Debt owed to the Borrowera Foreign Subsidiary, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having subordinated to the Obligations of the Borrower under the Loan Documents on terms reasonably satisfactory to the Administrative Agent and (y) in the Lead Lenderscase of all such Debt, the outstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iii) in the case of any Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower or to another Domestic Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that, in each case, the outstanding amount of such Debt shall at all times be documented by the Borrower in accordance with Section 5.1(q); (iv) in the case of any Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the Borrower or to another Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that, in the case of such intercompany Debt owed to the Borrower, such Debt (A) shall constitute Pledged Debt and (B) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the sole originally executed counterparts Administrative Agent (the outstanding amount of which shall at all times be pledged and delivered to documented by the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsBorrower in accordance with Section 5.1(q)); (dv) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of additional Subordinated Debt of the Borrower; provided that (x) upon issuance of such Subordinated Debt the Borrower or any other Subsidiary permitted hereundershall be in compliance (on a Pro Forma Basis) with the financial covenants set forth in Section 5.4, (y) 50% of the Net Cash Proceeds of the issuance thereof shall be applied to the Term B Advances to the extent required by Section 2.6(b)(ii) and (z) such Debt shall meet the requirements of Section 5.2(b)(vi) as if such Debt were refinancing existing Subordinated Debt; (evi) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed extending the maturity of, or refunding or refinancing, in connection with the acquisition whole or in part, any Debt (other than intercompany Debt) permitted under clauses (i) or (v) of any such assets this Section 5.2(b) 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 thereofthis clause (vi); provided that the aggregate principal amount terms of Debt any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing DateLoan Documents; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided further that the principal amount of such Debt does shall not exceed be increased above the purchase price of such equipment; (k) [reserved]; (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 $2,000,000 at any time outstanding.thereof outstanding immediately prior to such

Debt. The Borrower will notNot, and will not permit any other Credit Party Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Nonrecourse Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.02(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Nonrecourse Debt at any time outstanding shall not exceed $100,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower to any Guarantordomestic Restricted Subsidiary or Debt of any domestic Restricted Subsidiary of which the Borrower owns, (ii) any Guarantor directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower, Borrower or (iii) any Guarantor to any other Guarantoranother domestic Restricted Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note 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 and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by Subordinated Debt provided, that immediately before and immediately after the Borrower 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 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 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 permitted hereunder and by is without any Subsidiary of Debt of recourse to the Borrower or any other Subsidiary permitted hereunder(including any other Guarantor); (ei) 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 unsecured, and (ii) such Acquired Debt is without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or any a Subsidiary incurred pursuant to finance the acquisitionPermitted Receivables Transactions; provided, 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 unpaid principal or equivalent amount of Debt permitted by this clause (e) thereunder shall not exceed an aggregate amount of $1,000,000 100,000,000 at any time outstanding; (fk) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) secured Debt of any Person that becomes a Subsidiary after existing on the Closing Date; provided that such Date evidenced by the Wood ▇▇▇▇ Mortgage Documents and the Debt exists at evidenced by the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]Avborne IRB Documents; (l) other secured Debt secured by any Contingent Obligation Lien permitted by under clauses (k), (l) and (n) of Section 5.3;7.02; and (m) other unsecured Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters by the Borrower provided, that immediately before and immediately after the incurrence of credit and bank guarantiessuch Debt, to the extent that such letters no Event of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstandingDefault or Default exists.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Sections 11.2(d) and set forth on Schedule 5.111.2(h), includingand extensions, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $25,000,000; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower, Company or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderSubordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or initial Loans hereunder); (h) the maximum amount of secured obligations at any Subsidiary incurred one time outstanding under and pursuant to finance the acquisitionFactoring Facility, construction or improvement of not to exceed $30,000,000 in the aggregate, at any fixed or capital assets, including Capital Lease Obligations and any one time outstanding; (i) Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior Acquisitions permitted under Section 11.5 not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 10,000,000 at any time outstanding; (fj) Debt, if any, arising under Swap Contracts, to the extent Debt consisting of seller financing incurred in connection with Acquisitions permitted under Section 5.6; (g) [reserved]; (h) Debt of 11.5 not to exceed $10,000,000 at any Person that becomes a Subsidiary after the Closing Datetime outstanding; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment;and (k) [reserved]; (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 guarantiesother unsecured Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $20,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 7.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreementall such Debt at any time outstanding shall not exceed $1,250,000; (c) Intercompany Debt arising from loans made by (i) the of Borrower to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower, Borrower or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to Lender pursuant to the Administrative Agent, for the benefit of the Secured Parties, Guarantee and Collateral Agreement as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Guarantees 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; (e) Hedging Obligations for bona fide hedging purposes and not for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower of Debt in favor of any Subsidiary permitted hereunder and or by any Subsidiary in favor of Debt of either the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisitionSubsidiary, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of so long as any such assets or secured by a Lien on any guarantee is provided at the time such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6obligations are incurred; (g) [reserved];Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.4; and (h) Debt Contingent Obligations of any Person Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that becomes a Subsidiary after the Closing Date; provided that do not constitute Debt, in an aggregate amount not to exceed $625,000 for all 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 Subsidiaryguarantees; (i) [reserved];earn-out payments otherwise permitted under the terms of this Agreement and the External Credit Facility; and (j) Debt incurred to finance the acquisition of equipmentother Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $750,000.

Debt. The Borrower Parent will not, and will not permit any other Credit Party Subsidiary to, directly or indirectlyincur, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under to the Financing DocumentsAgent and Banks pursuant to the Loan Documents and existing Debt described on Schedule 11.1 (but, after the Closing Date, excluding the Previous Senior Debt); (b) Intercompany Debt outstanding on owed by any Subsidiary to Parent or any other Subsidiary; provided that (i) the date obligations of this Agreement and set forth on Schedule 5.1, including, each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement Obligations from and the Prepetition Second Lien Credit Agreement and the aggregate principal amount after such time as any portion of the Prepetition Senior NotesObligations shall become due and payable (whether at stated maturity, by acceleration or otherwise, (ii) such Debt must be incurred in each casethe ordinary course of business and on terms customary for intercompany borrowings or must be made on such other terms and provisions as the Agent may reasonably require, and (iii) Parent or its applicable Subsidiary shall have granted the Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the date of this Agreementpayment thereof); (c) Intercompany Debt arising from loans made by not to exceed One Hundred Thousand Dollars (i$100,000) in the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent aggregate at any time, any such Debt shall be evidenced time outstanding secured by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationspurchase money Liens permitted by Section 11.2; (d) Guarantees Obligations to reimburse worker's compensation insurance companies for claims paid by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt such companies on Parent's or one of the Borrower or any other Subsidiary permitted hereunderSubsidiaries' behalf in accordance with the policies issued to Parent and the Subsidiaries; (e) Debt Guaranties incurred in the ordinary course of the Borrower or any Subsidiary incurred business with respect to finance the acquisitionsurety and appeal bonds, construction or improvement of any fixed or capital assets, including Capital Lease Obligations performance 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 thereofreturn-of-money bonds, and extensions, renewals and replacements of any such Debt that do other similar obligations not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 exceeding at any time outstandingoutstanding One Hundred Thousand Dollars ($100,000) in aggregate liability; (f) DebtDebt arising in connection with the interest rate swap, if anycap, arising under Swap Contracts, to collar or similar agreements entered into in compliance with the extent permitted under covenant in Section 5.610.12; (g) [reserved];Debt arising under the terms of the Bond Documents; and (h) Debt Debts, other than the Debts specifically described in clauses (a) through (g) of any Person that becomes a Subsidiary after this Section 11.1, which in the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does aggregate do not exceed the purchase price of such equipment; Fifty Thousand Dollars (k$50,000) [reserved]; (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 $2,000,000 at any time outstanding.

Debt. The Borrower will notCreate, and will not incur, assume or suffer to exist, or permit any other Credit Party to, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect tosuffer to exist, any Debt, except forexcept: (ai) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates, and not for speculative purposes, incurred under in the Financing Documents;ordinary course of business and consistent with prudent business practice, and (bB) Debt outstanding on the date owed to a wholly owned Subsidiary of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or which Debt (iiix) any Guarantor shall be on subordinated terms reasonably acceptable to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt and (y) shall be evidenced by promissory notes having terms in form and substance reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (x) shall be on terms reasonably acceptable to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which (y) shall be pledged evidenced by promissory notes in form and delivered substance reasonably satisfactory to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations;; and (diii) Guarantees by in the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt case of the Borrower or any other Subsidiary permitted hereunder;and its Subsidiaries, (eA) Debt under the Loan Documents (which, in the case of the Borrower or any Subsidiary incurred to finance the acquisitionSecured Hedge Agreements, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection should be consistent with the acquisition terms of any such assets or Section 5.02(b)(i)(A)), (B) Debt secured by a Lien on any such assets prior Liens permitted by Section 5.02(a)(iv) not to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that exceed in the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 30,000,000 at any time outstanding;, (fC) Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, if anyand any Debt extending the maturity of, arising under Swap Contractsor refunding or refinancing, to in whole or in part, any Surviving Debt and any Debt in respect of the extent permitted under Section 5.6; (g) [reserved]; (h) Debt Senior Subordinated Notes or the 2007 Senior Notes, provided that the terms of any Person such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not otherwise prohibited by the Loan Documents, provided further that becomes the principal amount of such Surviving Debt or Debt in respect of the Senior Subordinated Notes or the 2007 Senior Notes shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation result of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentextension, refunding or refinancing, provided still further that the amount terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the purchase price of such equipment; (k) [reserved]; (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 $2,000,000 at any time outstanding.then applicable market interest rate,

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred under the Financing Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement 5.1 and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, any Refinancing Indebtedness in each case, on the date of this Agreementconnection therewith; (c) Intercompany Debt arising from loans made by (i) the 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 BorrowerOrdinary Course of Business, or (iiiiv) any Guarantor Restricted Subsidiary that is a Wholly-Owned Subsidiary of Borrower to any other GuarantorBorrower; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Administrative Agent and Lendersthe Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Restricted Subsidiary permitted hereunder and by any Restricted Subsidiary of Debt of the Borrower or any other Restricted Subsidiary permitted hereunder; (e) Debt of the 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 $1,000,000 10,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]Debt constituting Permitted Pari Debt; provided that (A) after giving effect thereto, the aggregate amount of Permitted Pari Debt incurred at or prior to such time does not exceed $25,000,000, (B) no Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Permitted Pari Debt, (C) after giving effect thereto, (i) the ratio of PDP PV-10 Value to Secured Total Debt as of such date shall be greater than 1.0:1.0 and (ii) the Consolidated Secured Total Leverage Ratio shall be less than 4.0:1.0 and (D) 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) through (C) and the definition of Permitted Pari Debt; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 at any time outstanding.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Section 11.2(d), and set forth on Schedule 5.1extensions, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement;all such Debt at any time outstanding shall not exceed $5,000,000. (c) Intercompany Debt arising from loans made by (i) the of any Borrower to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor to the Borrower, or (iii) any Guarantor domestic Wholly-Owned Subsidiary to any other GuarantorBorrower or another domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Lender pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrowers hereunder in a manner reasonably satisfactory to the Lender; (d) Guarantees by Westell’s obligations under the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisitionEnginuity Guarantee, 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 such Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding1,620,000; (e) Hedging Obligations incurred in favor of the Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) DebtDebt described on Schedule 11.1 and any extension, if any, arising under Swap Contracts, to renewal or refinancing thereof so long as the extent permitted under Section 5.6principal amount thereof is not increased; (g) [reserved]the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) Debt Contingent Liabilities arising with respect to customary indemnification obligations in favor 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 purchasers in connection with such Person becoming a Subsidiary;dispositions permitted under Section 11.5; and (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentother unsecured Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $2,000,000.

Debt. The Borrower will notBecome or remain obligated for any indebtedness for borrowed money, and will not permit or for any indebtedness incurred in connection with the acquisition of any property, real or personal, tangible or intangible, or for any other Credit Party to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred under the Financing DocumentsIndebtedness to Banks hereunder; (b) Debt outstanding on current unsecured trade, utility or non-extraordinary accounts payable arising in the date ordinary course of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementCompany's or any Subsidiary's businesses; (c) Intercompany Debt arising from loans made by the Future Debt; (id) the Borrower to any GuarantorSubordinated Debt, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon on the request of the Administrative Agent at any time, date any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent is incurred, clauses (a) and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit (c) of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderFunding Conditions shall have been satisfied; (e) Debt of the Borrower or any 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 Liens permitted under Section 8.6(b), not 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 exceed an aggregate principal amount of Debt permitted by this clause Ten Million Dollars (e$10,000,000) shall not exceed $1,000,000 at any time outstanding; (f) Debtsuch other Debt set forth in Schedule 8.5A and Schedule 8.5B attached hereto, if anyany (in addition to any other matters set forth in this Section 8.5), arising under Swap Contractsand any renewals or refinancing of such indebtedness in amounts not exceeding the scheduled amounts (less, in the case of the Debt set forth in Schedule 8.5A, any required amortization according to the extent permitted under Section 5.6terms thereof) on substantially the same terms and otherwise in compliance with this Agreement; (gi) [reserved]Intercompany Loans by the Company to any Domestic Subsidiary or by any Domestic Subsidiary to the Company or another Domestic Subsidiary (excluding the Titling Subsidiary, any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is continuing (both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (ii) Intercompany Loans made to the Titling Subsidiary, subject to the limits set forth in Section 8.8(i) and provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (iii) Intercompany Loans by the Company or any Domestic Subsidiary to a Foreign Subsidiary existing immediately prior to the Effective Date and disclosed on Schedule 8.8 hereto and evidenced by an Intercompany Note pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, and (iv) Intercompany Loans (on a subordinated basis in relation to the Indebtedness on substantially the basis set forth in the form of Intercompany Note, attached hereto) by any Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary excluding any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition; (h) Debt of any Person that becomes incurred by a Special Purpose Subsidiary after under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to 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 SubsidiaryCompany under GAAP; (i) [reserved];Debt arising under Hedging Agreements entered into by the Company (copies of which shall be provided to the Agent promptly following the execution thereof and Permitted Guaranties); and (j) other Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (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, for borrowed money in an aggregate principal amount not exceeding $2,000,000 to exceed in the aggregate for the Company and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000), which Debt shall be unsecured except to the extent of any Lien permitted under Section 8.6(d) hereof.

Debt. The Borrower No Obligor or any Subsidiary thereof will not, and will not permit any other Credit Party to, directly or indirectly---- incur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred the Notes or other Indebtedness arising under the Financing Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt outstanding on incurred in respect of workers' compensation claims, self-insurance obligations, performance, bid, surety, and similar bonds, guarantees supporting such performance, bid, surety and similar bonds and completion guarantees provided by any Obligor or a Subsidiary in the date ordinary course of this Agreement and set forth on Schedule 5.1business; (c) Debt arising from agreements of any Obligor or Subsidiary providing for indemnification, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notesadjustment or purchase price or similar obligations, in each case, on incurred or assumed in connection with the date permitted disposition of this Agreement; (c) Intercompany Debt arising from loans made any business, assets or equity of a Subsidiary, provided that the maximum aggregate liability in respect of all such indebtedness shall at no time exceed the gross proceeds actually received by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent Obligors and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP ObligationsSubsidiaries in connection with such dispositions; (d) Guarantees intercompany Debt among the Obligors and Subsidiaries to the extent permitted by Sections 9.05(g) and (h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than an Obligor or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by an Obligor or a Guarantor shall be subordinated to the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of Indebtedness on terms set forth in the Borrower or any other Subsidiary permitted hereunderGuaranty Agreement; (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) the Debt of outstanding under the Borrower FPS Capital Indenture or any Subsidiary incurred as refinanced as permitted under Section 9.04(b); (g) other Debt not to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed exceed $5,000,000.00 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 $1,000,000 at any one time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) the Debt of any Person that becomes a Subsidiary after the Closing Dateset forth on Schedule 9.02(h); 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;and (i) [reserved]; (jthe Debt outstanding under the EEX E&P Guaranty, the Enron Prepay Obligation and the Enron ▇▇▇▇-to-Market Related ▇▇▇▇▇▇ or as refinanced as permitted under Section 9.04(c) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation or as assigned or replaced as permitted by under 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 $2,000,000 at any time outstanding9.18(a)(i).

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 thereofLiens permitted by Section 11.2(d), and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount refinancings thereof; provided that the aggregate principal amount of all such Debt permitted by this clause (e) at any time outstanding shall not exceed $1,000,000 at 5,000,000; (c) Debt of the Company to any time outstandingdomestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such debt shall be subordinate to the Obligations of the Company hereunder; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) DebtDebt described on Schedule 11.1 and any extension, if any, arising under Swap Contracts, to renewal or refinancing thereof so long as the extent permitted under Section 5.6principal amount thereof is not increased; (g) [reserved]the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) Debt Contingent Liabilities arising with respect to customary indemnification obligations in favor of any Person that becomes sellers or which need not be recorded as liabilities on a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created balance sheet in contemplation of or accordance with GAAP in connection with such Person becoming a Subsidiary;Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 11.5; and (i) [reserved]; (j) Debt incurred to finance the acquisition of equipmentother unsecured subordinated Debt, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guaranties, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $10,000,000 (or, in the case of unsecured convertible notes, in an aggregate outstanding amount not at any time exceeding $100,000,000.

Debt. The Borrower will notNot, and will not permit any other Credit Loan Party to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, suffer to exist any Debt, except forexcept: (a) Debt incurred Obligations under this Agreement and the Financing other Loan Documents; (b) Debt outstanding on the date of this Agreement secured by Liens permitted by Sections 11.2(d) and set forth on Schedule 5.111.2(h), includingand extensions, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement renewals and the Prepetition Second Lien Credit Agreement and refinancings thereof; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $20,000,000; provided further that the Prepetition Senior Notesamount of Debt incurred under this clause (b) (to the extent consisting of Debt Secured by liens under Section 11.2(h)), under clause (i) and under clause (j) shall not exceed in each case, on the date of this Agreementaggregate $10,000,000 at any one time outstanding; (c) Intercompany Debt arising from loans made by (i) of the Borrower Company to any Guarantor, (ii) domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower, Company or (iii) any Guarantor to any other Guarantoranother domestic Wholly-Owned Subsidiary; provided, however, provided that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms a demand note in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for Agent pursuant to the benefit of the Secured Parties, Collateral Documents as additional collateral security for the DIP 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) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunderSubordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or initial Loans hereunder); (h) the maximum amount of secured obligations at any Subsidiary incurred one time outstanding under and pursuant to finance the acquisitionFactoring Facility, construction or improvement not to exceed (i) for the period of one hundred eighty (180) days from the date hereof, $30,000,000 in the aggregate, at any fixed or capital assetsone time outstanding, including Capital Lease Obligations and (ii) at all times thereafter, $26,000,000 in the aggregate, at any one time outstanding; (i) Debt assumed in connection with the acquisition of Acquisitions permitted under Section 11.5 not to exceed $5,000,000 at 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 thereoftime outstanding; provided that the aggregate principal amount of Debt permitted incurred under clause (b) (to the extent consisting of Debt secured by liens under Section 11.2(h)), under this clause (ei) and under clause (j) shall not exceed $1,000,000 10,000,000 at any time outstanding; (fj) Debt, if any, arising Debt consisting of seller financing incurred in connection with Acquisitions permitted under Swap Contracts, Section 11.5 not to exceed $5,000,000 at any time outstanding; provided that the aggregate amount of Debt incurred under clause (b) (to the extent permitted consisting of Debt secured by liens 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; 11.2(h)), under clause (i) [reserved]; and under this clause (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does shall not exceed the purchase price of such equipment;$10,000,000 at any time outstanding; and (k) [reserved]; (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 guarantiesother unsecured Debt, in addition to the extent that such letters of credit and bank guaranties are fully cash collateralizedDebt listed above, in an aggregate principal outstanding amount not exceeding $2,000,000 at any time outstandingexceeding $15,000,000.

Debt. The Borrower will not, and will not permit any other Credit Party to, directly or indirectly, createCreate, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except for:(without duplication): (i) Debt of the Borrower (x) under the Loan Documents, (y) listed on Schedule 7.02(b) (and any Refinancing thereof) and (z) Credit Agreement Refinancing Indebtedness; (ii) (x) the 2032 Notes and any guarantee thereof and (y) any supplement, amendment, amendment and restatement, modification, replacement, Refinancing, refunding, restructuring, renewal or extension of any Debt specified in subclause (x) above; provided that, except to the extent otherwise permitted hereunder, (a) the principal amount of any such Debt is not increased above the principal amount thereof outstanding immediately prior to such supplement, amendment, amendment and restatement, modification, replacement, Refinancing, refunding, restructuring, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus any unused commitment plus the amounts paid in respect of fees, costs and expenses incurred under the Financing Documentsin connection with such supplement, amendment, amendment and restatement, modification, replacement, Refinancing, refunding, restructuring, renewal or extension and (b) additional obligors with respect to such Debt are not added unless such additional obligors also become obligors hereunder; (biii) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Debt arising from loans made by incurred with respect to (i) the Borrower letters of credit, bank guarantees or similar instruments in connection with any Commodity Hedge and Power Sale Agreement, Physical Power or Gas Sale Agreement, or any Interest Rate Agreement, in an aggregate outstanding face amount not to any Guarantor, exceed $50,000,000 and (ii) any Guarantor Acceptable Letter of Credit, in an aggregate outstanding face amount not to exceed $50,000,000; (iv) Debt among the Operating Parties and LRWV; provided that prior to LRWV becoming a Guarantor, Debt incurred by LRWV pursuant to this clause (iv) shall be permitted solely to the Borrowerextent permitted as an Investment pursuant to Section 7.02(f)(xii); (v) Debt in respect of repurchase agreements constituting Cash Equivalents; (vi) Debt in respect of netting services, or overdraft protections and otherwise in connection with deposit accounts; (iiivii) Debt of the Operating Parties and/or LRWV secured by ▇▇▇▇▇ permitted by clause (m) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any Guarantor outstanding Debt permitted to be incurred pursuant to Section 7.02(b)(viii) and Section 7.02(b)(xiv), $50,000,000 at any other Guarantortime outstanding; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced secured only by promissory notes having terms reasonably satisfactory to the Administrative Agent and Property acquired in connection with the Lead Lenders, and the sole originally executed counterparts incurrence of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationssuch Debt; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (eviii) Debt of the Borrower or Operating Parties and/or LRWV incurred for the purpose of funding any Subsidiary incurred Required Capital Expenditures (including expenditures that would constitute Capital Expenditures but for clause (f) of the definition thereof) not to finance exceed in the acquisitionaggregate, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection when taken together 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 (eto be incurred pursuant to Section 7.02(b)(vii) shall not exceed and Section 7.02(b)(xiv), $1,000,000 50,000,000 at any time outstanding; (fix) to the extent constituting Debt, if anypayment obligations of the Operating Parties and/or LRWV under (A) Interest Rate Agreements designed to hedge against fluctuations in interest rates, arising under Swap Contracts(B) Commodity Hedge and Power Sale Agreements, to the extent permitted to be entered into under Section 5.67.02(m), in each case of (A) and (B), incurred in the ordinary course of business (it being acknowledged and agreed that any such agreements entered into for the purpose of complying with Sections 7.01(n) and (o) above, respectively, shall be deemed to be permitted Debt under this clause (ix)) or (C) any Physical Power or Gas Sale Agreement; (gx) other Debt of the Operating Parties and/or LRWV in an aggregate amount not to exceed $25,000,000 at any one time outstanding; (xi) to the extent constituting Debt, and contingent obligations of the Operating Parties and/or LRWV under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case incurred in the ordinary course of business and not in connection with debt for borrowed money; (xii) to the extent constituting Debt, Debt of the Operating Parties and/or LRWV arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence; (xiii) [reserved]; (hxiv) Finance Lease Obligations of the Operating Parties and/or LRWV not to exceed in the aggregate, when taken together with any outstanding Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred permitted to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt be incurred pursuant to an Excluded Property Leaseback; (nSection 7.02(b)(vii) Debt incurred under Bonds; (o) Debt constituting letters of credit and bank guarantiesSection 7.02(b)(viii), to the extent that such letters of credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not exceeding $2,000,000 50,000,000 at any time outstanding; provided, that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations; (xv) trade payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings; (xvi) to the extent constituting Debt, financing of insurance premiums; (xvii) contingent obligations resulting from indemnities provided under the Transaction Documents and indemnities provided in the ordinary course under other Project Documents; and (xviii) obligations of the Operating Parties and/or LRWV under any Project Document incurred in the ordinary course of business (including any guarantees made pursuant to the Project Documents) to the extent such amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Operating Parties’ standard accounting practices. To the extent that the creation, incurrence, assumption or existence of any Debt could be attributable to more than one clause of this Section 7.02(b), the Borrower may allocate and re-allocate such Debt to any one or more of such clauses, and in no event shall the same portion of Debt be deemed to utilize or be attributable to more than one clause. For the avoidance of doubt, any Debt permitted to be incurred by any Covenant Party under a specific clause of this Section 7.02(b) and any guaranty in respect of such Debt which is also permitted to be incurred by such Covenant Party under the same clause of this Section 7.02(b) shall not count as two separate amounts of Debt for purposes of calculating compliance with the limitations set forth in such clause. Notwithstanding anything to the contrary herein or in any Loan Document, any interest or fees capitalized in connection with any Debt permitted under this Section 7.02(b) shall not be deemed to be a creation, incurrence, assumption or existence of Debt.

Debt. The No Borrower will, or will not, and will not permit any other Credit Party Subsidiary to, directly or indirectly, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for: (a) Debt incurred under the Financing DocumentsDocuments and Letter of Credit Liabilities; (b) Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this Agreement; (c) Intercompany Subordinated Debt; (d) Debt incurred or assumed by any Borrower for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $5,000,000.00 (and provided that, if Dynacq is not the Borrower that is acquiring such fixed asset and incurring or assuming such Debt, Dynacq may give an unsecured Guarantee with respect to any such Debt); (e) [RESERVED]; (f) intercompany Debt arising from loans made by (i) the any Borrower to any Guarantor, (ii) any Guarantor to the another Borrower, or (iii) any Guarantor to any other Guarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead LendersAgent, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and Lenders, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any 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 $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]Debt incurred by Vista Land and Equipment and/or Vista Holdings, LLC provided that (i) any such Debt is either unsecured or secured only by the assets (including real property) of Vista Land and Equipment and/or Vista Holdings, LLC and (ii) no Borrower or Subsidiary of any Borrower (other than Vista Land and Equipment and/or Vista Holdings, LLC), nor any of their assets, may be liable in any way, whether as a primary obligor or pursuant to any Contingent Obligation, with respect to any such Debt, except that Dynacq may give an unsecured Guarantee with respect to any such Debt; (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 incurred in connection with any Permitted Sale Accounts Disposition by any Borrower that is party to such Person becoming a SubsidiaryPermitted Sale Accounts Disposition as and to the extent permitted by Section 5.7(c) below; (i) [reserved];The unsecured Intercompany Proof of Claim Debt owing from VHBR to Vista Holdings, LLC; and (j) the capital contributions in the amounts of $2,110,000 which Dynacq is obligated to make on each of March 31, 2006 and March 31, 2007 under the terms of its ownership of its majority equity interest in the China Joint Venture Entity. Notwithstanding anything to the contrary set forth above, no Debt may be incurred pursuant to finance clause (c), (d), (g) or (h) above unless, at the acquisition time such Debt is proposed to be incurred: (I) no Default or Event of equipment, provided that Default has occurred and is continuing and no Default or Event of Default would result from the amount incurrence of such Debt does not exceed the purchase price under any other section of such equipment;this Agreement or any other Financing Document, and (kII) [reserved]; if (land only if) the FCCR Trigger Option has been exercised prior to the time such Debt is proposed to be incurred, then, after giving effect to the incurrence of any Contingent Obligation permitted by Section 5.3; such Debt (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) and any other Debt incurred under Bonds;any such clause (c), (d), (g) or (h) in the twelve months prior to the proposed incurrence of such Debt), Borrowers are: (ox) in compliance on a pro forma basis with the covenants set forth in Article 6 recomputed for the most recently ended month or quarter (as applicable) for which information is available as though such Debt constituting letters had been incurred on the first day of credit the twelve month fiscal period ending with such month or quarter (as applicable) and bank guarantiesas though all regularly scheduled payments of interest and principal required to be paid during the first twelve months after the incurrence of such proposed Debt in accordance with the agreements, instruments and documents governing such proposed Debt (and all regularly scheduled payments of interest and principal required to be paid during the first twelve months after the incurrence of any other Debt incurred under any such clause (c), (d), (g) or (h) in the twelve months prior to the extent that proposed incurrence of such letters Debt in accordance with the agreements, instruments and documents governing any such other Debt (exclusive and without duplication of credit any such payments on any such other Debt actually paid during such twelve months)) had been paid during the twelve month fiscal period ending with such most recently ended month or quarter (as applicable) and (y) in compliance with all other terms and bank guaranties are fully cash collateralizedconditions of this Agreement, in an aggregate principal amount not exceeding $2,000,000 and (z) Borrowers shall have provided to Administrative Agent written evidence of such pro forma compliance as required under this clause (II) at least five (5) Business Days prior to the making of any time outstanding.such proposed payment

Debt. The Borrower will not, and will not permit NCH or any other Credit Party Subsidiary of the Borrower to, directly or indirectlyincur, create, incur, assume, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, permit to exist any Debt, except forexcept: (a) Debt incurred under to the Financing Lenders pursuant to the Loan Documents; (b) Subordinated Debt outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the date of this AgreementNCH; (c) Intercompany intercompany Debt arising from loans made 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 (i) the Wholly-Owned Subsidiaries of the Borrower to any Guarantorthe Borrower in connection with loans of proceeds of the Loans made by the Borrower to such Subsidiaries, (ii) any Guarantor the proceeds of which loans are used for the purposes permitted by Section 2.10), subject to the Borrowerfollowing requirements: any and all of the Debt permitted pursuant to this Section 9.1(c) shall be unsecured, or (iii) any Guarantor shall be evidenced by instruments satisfactory to any other Guarantor; 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 upon temporary advances made from time to time in the request ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory Borrower to the Administrative Agent and the Lead LendersBorrower shall not be required to be so evidenced, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligationsor subordinated; (d) Guarantees unsecured Debt under the Interest Rate Protection Agreements required to be maintained by the Borrower of Section 8.14, provided, however, that Debt of any Subsidiary permitted hereunder and by any Subsidiary of thereunder may be secured if such Debt constitutes a part of the Borrower or any other Subsidiary permitted hereunderObligations; (e) (i) existing Debt described on Schedule 7.10 hereto and renewals, extensions or refinancings of the Borrower or any 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 which do not increase the outstanding principal amount thereofof 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 (including Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens are permitted under and meet all of the requirements of clause (g) of the definition of Permitted Liens contained in Section 1.1, and (iii) additional unsecured Debt; provided provided, however, that the aggregate principal amount of the Debt permitted by referred to in this clause (eSection 9.1(e) shall not exceed $1,000,000 25,000,000 in aggregate amount at any time outstanding; (f) Debt, liabilities of the Borrower in respect of unfunded vested benefits under any Plan if any, arising under Swap Contracts, and to the extent permitted under Section 5.6;that the existence of such liabilities will not constitute, cause or result in a Default; and (g) [reserved]; (h) Debt of the Borrower in the form of a revolving credit facility not to exceed $50,000,000 in aggregate principal amount at any Person that becomes a Subsidiary after time outstanding which is either unsecured or is secured only by accounts of the Closing Date; provided that such Debt exists at Borrower and its Subsidiaries, books and records related thereto and proceeds thereof and as to which the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (i) [reserved]; (j) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt advance rate for advances made thereunder does not exceed the purchase price 75% of such equipment; (k) [reserved]; (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 $2,000,000 at any time outstandingeligible accounts.